Terms & Conditions

SCHEDULE “A” – TERMS & CONDITIONS

 

These terms and conditions (the "Terms & Conditions" or the “Agreement”), dated as of the date indicated above (the "Effective Date"), is by and between LIVING AT HOME LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (the "Service Provider") and the client named above (the “Client”).

1. Services.  The Service Provider, on behalf of one of its agents, contractors, employees, or assigns, as the case may be, shall provide the following services to the Client (collectively, the "Services"):

1. an in-home assessment by a qualified professional assessing the Client’s safety needs based on the Client’s concerns indicated above (the “In-Home Assessment”);

2. a recommendation as to the safety equipment needed to be installed in order to meet Client concerns along with a comprehensive invoice of the costs associated with ordering such equipment (the “Equipment”);

3. a recommendation(s) as to potential contractors who may install the Equipment; and

4. such other services that are necessarily ancillary to the above.

The Service Provider shall provide the Services on a commercially reasonable good faith basis. The Client acknowledges and agrees that the Service Provider makes no representation, warranty or guarantee with respect to the results obtained by the Services.

2. Fees. In consideration of the provision of the Services by the Service Provider, the Client shall pay the fees as follows (the “Fees”):

2.1 In-Home Assessment Fee. Fees for the In-Home Assessment are split into three (3) price ranges, which are dependant on home size. The applicable Fee for the In-Home Assessment will be one (1) of the following prices:

1. Large House (>2,000 sq/ft) - $750.00 + HST;

2. Medium House (1,000 – 2,000 sq/ft) - $500.00 + HST; and

3. Condo/Small House (<1,000 sq/ft) - $300.00 + HST.

2.2 Equipment. Fees for the recommended Equipment are dependant on Client needs and what the Client ultimately orders. There is no obligation to order all or any of the Equipment that is recommended. When making Equipment recommendations, the Service Provider will provide the Client with a detailed breakdown of the cost of such Equipment and the service charges that may be charged by the Service Provider to order such Equipment.

2.3 Payment of Fees. All Fees shall be due and payable by the due date specified in the applicable invoice. Late payments may be subject to interest, which will be indicated on the invoice. In the event of a discrepancy between these Terms & Conditions and the terms of an invoice, the terms of the particular invoice shall prevail.

3. Acknowledgement by Client re Equipment & Installations. The Client acknowledges that the Equipment and any particular installation companies that may be recommended to the Client are done in a good faith basis; however, the Service Provider makes no representation or warranty with respect to the results obtained. The Client agrees acknowledges that any deficiency in the Equipment is subject to the relevant manufacturers warranty. The Client further acknowledges that any installer that the Client may engage to install the Equipment, is a distinct entity not affiliated with the Service Provider.

4. Independent Relationship. None of the provisions of this Agreement are intended to create nor shall they be deemed or construed to create any relationship between the Service Provider and the Client other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Neither of the Parties, nor any of their respective officers, directors or employees, shall be construed to be the authorized representative, employee or representative of the other except as specifically described in Section 2. Neither Party is authorized to represent the other for any purpose whatsoever without the prior consent of the other. Except in connection to the Services provided by the Service Provider, neither Party may bind the other Party to any contract or legally binding agreement without the express written consent of the other Party.

5. Representations, Warranties and Consents of the Client. The Client represents, warrants, covenants and consents to the following in favour of the Service Provider:

1. The Client represents and warrants that it has the legal capacity to agree to these Terms & Conditions and that these Terms & Conditions form a binding agreement between the Client and the Service Provider.

2. The Client represents and warrants that it owns its property or otherwise has obtained all necessary third-party consents and approvals which would allow the Equipment to be installed.

3. The Client consents to the Service Provider, or one of its duly authorized representatives, to enter into the Client’s home for the purposes of conducting the In-Home Assessment.

4. The Client consents to the disclosure and use by the Service Provider of the Client’s medical information to the extent reasonably necessary to provide the Services.

6. Confidentiality & Non-Disclosure of Data

6.1 Data Collected or Disclosed to Service Provider. In connection with the Services, the Service Provider may request, and the Client shall provide, certain necessary medical information and data pertaining to the Client’s medical history (collectively, “Data”). Service Provider agrees to keep all Data confidential under the terms of this Agreement and applicable law. Service Provider agrees to not use or disclose Data other than as permitted or reasonably required by this Agreement in the provision of the Services or as otherwise permitted by applicable law.

7. Disclaimer of Warranties. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICE PROVIDER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT AND THESE TERMS & CONDITIONS, WITH RESPECT TO THE QUALITY OF THE SERVICES PROVIDED OR THE RESULTS OF THE SERVICES, AND, THE  SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification & Limitation of Liability.

8.1 General. The Client (the "Indemnifying Party") shall indemnify, defend, and hold harmless the Service Provider and its officers, directors, employees, agents, affiliates, successors, and permitted assigns ("Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and costs, incurred by Indemnified Party (collectively, "Losses"), arising out of or resulting from any claim of a third-party arising out of or occurring in connection with: (a) the provision by the Service Provider of the Services; or (b) the Indemnifying Party's negligent acts or omissions, willful misconduct, or breach of this Agreement.

8.2 LIMITATION OF LIABILITY. IN NO EVENT WILL THE SERVICE PROVIDER, OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND PERMITTED ASSIGNS (THE “RELEASED PARTIES”) BE LIABLE TO THE CLIENT OR ANY OF ITS SUCCESSORS OR PERMITTED ASSIGNS (THE “RELEASING PARTIES”), FOR ANY DAMAGES WHATSOEVER, OF ANY KIND OR NATURE, INCLUDING DAMAGES DUE TO INJURY OR DEATH, LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, AGGRAVATED, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH RELEASING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHICH ARISE OUT OF OR ARE RELATED TO THE SERVICES AND THE USE OF THE EQUIPMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT DAMAGES ARE ASSESSED AGAINST THE RELEASED PARTIES, IN NO EVENT WILL SUCH DAMAGES EXCEED THE FEES PAID BY THE CLIENT.

9. Term and Termination.

9.1 Term; Renewal. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to this Section 9 (the "Term"). 

9.2 Re-Scheduling In-Home Assessment. In the event the In-Home Assessment needs to be rescheduled by the Service Provider, the Service Provider will make  good faith efforts to provide the Client with at least 24 hours prior notice; however, the failure to provide such advanced notice shall not terminate these Terms & Conditions nor constitute a breach of these Terms & Conditions by the Service Provider. Should the Client need to reschedule the In-Home Assessment, the Client shall provide the Service Provider with not less than 48 hours prior written notice. Should the Client fail to provide this advanced notice, it may be charged a $100.00 late notice fee.

9.3 Termination for Convenience. The Service Provider may terminate the Agreement at any time prior to the In-Home Assessment. The Client may terminate this Agreement by providing at least 48 hour advanced notice prior to the In-Home Assessment.

9.4 Termination for Cause.  The Service Provider may terminate this Agreement, effective upon written notice to the Client (the "Defaulting Party"), if the Defaulting Party (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach.

9.5 Survival. The rights and obligations of the parties set forth in this Section 9.5 and Section 5 (Representations, Warranties, and Consents of the Client), Section 6 (Confidentiality & Non-Disclosure of Data), Section 7 (Disclaimer of Warranties), Section 8 (Indemnification & Limitation of Liability), and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

10. Miscellaneous.

10.1 Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the other Party at the addresses set forth below (or to such other address that may be designated by the receiving party from time to time in accordance with this Section).

     To Service Provider:

                 367 Indian Grove,

                 Toronto, ON

                 M6P 2H6

                 Attention: Robert Thomson

                 Email: info@keeplivingathome.ca 

     To Client: at the address indicated above.

 

Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email, or failing receipt of an acknowledgement, on the second (2nd) business day following the date such email was sent; or (c) on the third business day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

10.2 Entire Agreement; Order of Precedence. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

10.3 Assignment. The Service Provider may assign, transfer, delegate or subcontract any or all of its rights or obligations under this Agreement to another party and shall provide prompt notice to the Client of same. The Client may not assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the Service Provider.  Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void.

10.4 Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

10.6 Amendments and Modifications. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each Party hereto.

10.7 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.8 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.9 Governing Law. This Agreement and all related documents including all schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

10.10 Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the Services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.  Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court.  Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, or other means of electronic transmission (e.g. DocuSign, etc.) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

            [End of Terms & Conditions]