1. Formation of Contract: These terms and conditions (the “Conditions”) are incorporated into all contracts, however formed, regarding all provision of services and products by Pyrethra Inc. (“Pyrethra”, “us”, “we”, “our”) to any person, firm, corporation, or other entity (the “Client”, “you”, “your”). Any term or condition in the Client’s documentation which is inconsistent with these Conditions is of no effect and the Client’s standard terms of business will not apply even where they are transmitted to Pyrethra in any way and Pyrethra does not object to them. Any conduct by the Client that recognizes the existence of a contract with Pyrethra constitutes the Client’s acceptance of these Conditions without objection, and Pyrethra’s delivery of services and products is expressly made conditional on the Client’s acceptance of these Conditions. 
2. Definitions: In these Conditions, “Contract Documents” means, in relation to each contract for the provision of services by Pyrethra: (a) the Services Agreement; (b) these Conditions; and (c) any other document expressly accepted in writing by Pyrethra as forming part of the contract. “Work” means the services to be provided by Armis as detailed in the Contract Documents.
3. Price and Taxes: The Work shall be performed for the price agreed upon in the Contract Documents, plus any HST, or other taxes as required by law, which taxes will be shown separately on applicable invoices and paid for by the Client. 
4. Payment Terms: Payment is due upon your receipt of our invoice, unless otherwise specified in the Contract Documents; however, we reserve the right to require payment in advance, in whole or in part. Payment shall be made in Canadian dollars unless otherwise specified. Interest on any sums not paid within 30 days after due shall accrue and be payable at the prime rate of Pyrethra’s bank plus 5% per annum.

The Client shall not be entitled to withhold payment because of any disputed claim, nor shall the Client be entitled to set off against any amount payable to Armis for the supply of services or otherwise under the Contract Documents any monies not then presently payable by Pyrethra or for which Pyrethra disputes liability.

The Client shall also promptly reimburse Pyrethra for reasonable out-of-pocket expenses incurred by Pyrethra at the written request of, or with the prior written consent of, the Client in the performance of the Work.

1. Intellectual Property and Warranty: Pyrethra holds all rights, including intellectual property rights, to the Work, and warrants that the Work will not infringe the intellectual property rights of any third party. We also warrant that all Work will be performed in a professional and workmanlike manner in accordance with the Contract Documents. 
2. Client’s Data: The Client is the holder of all rights pertaining to data or other information that the Client, or another party on its behalf, puts at our disposal (collectively, “Client’s Data”). The Client is liable for and shall indemnify and hold Pyrethra harmless from and against any infringement by Client ‘s Data of any third party right or any other non-compliance with applicable law. Pyrethra will have no liability for any deficiencies in the Work resulting from inaccuracies or errors in Client’s Data.

Pyrethra will only use Client’s Data as necessary to perform the Work and will comply with all laws and regulations governing the protection of personal information. We will not sell, lease, disclose or communicate by any means Client’s Data for monetary or other valuable consideration or retain, use, or disclose Client’s Data outside of the direct business relationship between Pyrethra and the Client.

1. Confidentiality: Each party undertakes not to disclose, without the other party’s consent, to a third party, any proprietary information or information that is not generally known or available to the public and that relates to the business of the other party, in any form or format whatsoever. The confidentiality obligation does not apply to information that is publicly known other than because of a breach of this section, or when a party is required to disclose such information by law, court or government order. Where a party is required to disclose information in such way, it shall notify the other party prior to disclosure.
2. Limitation of Liability: The warranty in Section 5 is expressly in lieu of all other warranties and conditions, expressed or implied, by statute, custom or usage of trade or otherwise, and all other obligations and liability on our part. 

Pyrethra will not be liable to the Client or any other person claiming through the Client, for loss of profits, revenue or goodwill or any incidental, indirect, special, consequential or other similar damages arising out of or in any way connected with the Contract Documents, the rights granted thereby, any Work performed thereunder, or any other matter related thereto, even if we have been advised, are aware or should be aware, of the possibility of such damages. The limitations of liability in this paragraph apply no matter how such loss, damage or expense may have been caused, including, without limitation, any breach of contract, negligence, or breach of any duty of Pyrethra whatsoever.

In addition and without limiting the foregoing, Pyrethra’s liability, and the Client’s sole and exclusive remedy, whether based on contract, tort otherwise, for any claim with respect to the Work is limited to the amount paid by the Client for such Work in the twelve (12) months immediately preceding the event or circumstances giving rise to the claim.

Notwithstanding the foregoing, nothing in these Conditions shall exclude or restrict our liability as prohibited by applicable law.

1. Indemnification: The Client will hold harmless and indemnify Pyrethra, its affiliates, directors, officers, shareholders, agents, representatives, predecessors and successors (the “Indemnified Persons”) from and against any and all claims, demands, grievances, suits, actions, causes of action (“Claims”) brought by a third party and all related damages, losses, deficiencies, costs, liabilities and/or other amounts paid (“Losses”), including, without limitation, legal fees, judgments, arbitration awards, fines and settlements, which may be made or brought against the Indemnified Persons or which they may suffer or incur as a result of, in respect of, or arising out of the services provided pursuant to the Contract Documents. The Client shall pay all Losses for and on behalf of Pyrethra as incurred or as they become due. Notwithstanding the foregoing, this indemnification will not apply in the event a Claim is a result of the negligence or willful misconduct of the Indemnified Persons.

1. Time of Delivery: Dates or periods for delivery of the Work are approximate and are given for information only and shall under no circumstances be essential terms. A delay in delivery shall not constitute a breach of contract and shall not entitle the Client to avoid the contract or to any other remedy, unless Pyrethra has guaranteed the date of delivery in a warranty set out in the Contract Documents that expressly modifies the provisions of this Section.

1. Force Majeure: Should the delivery of any Work be prevented or hindered directly or indirectly by force majeure, such as by fire, explosion, the elements, war, civil commotion, strikes, lock-outs, industrial dispute, shortage of labour, pandemic, epidemic, restrictive acts, orders or regulations of government, or any cause whatsoever beyond our reasonable control, notwithstanding any warranty set out in the Contract Documents, the time for delivery of the Work shall be extended for a reasonable period, and any such warranty shall be deemed to have been modified accordingly.

1. Termination and Suspension by Pyrethra: Pyrethra is entitled, without prejudice to its other rights and remedies at law, equity or under these Conditions, either to terminate wholly or in part any or every contract between itself and the Client or to suspend any further deliveries under any or every contract in any of the following events:

1. any debt is due and payable by the Client to Pyrethra but is unpaid;
2. the Client fails to perform its obligations under or otherwise breaches any provisions of these Conditions or any other contract between the Client and Pyrethra; or
3. the Client becomes insolvent or enters into any composition or arrangement with its creditors or, being a body corporate, has passed a resolution for voluntary winding up or if a petition has been presented for an order for its winding up or for a receiver or administrator to be appointed or if any such order or appointment is made or if, being an individual or partnership, the Client suspends payment of its debts in whole or in part or if an application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if the Client, whether or not a body corporate, shall carry out or be subject to any analogous act or proceedings under any laws.

Pyrethra will be entitled to exercise its rights of termination or suspension under this Section at any time during which the event giving rise to such rights is continuing and has not been remedied and, in the event of a suspension, Pyrethra is entitled, as a condition of resuming delivery under any contract between it and the Client, to require prepayment of, or such security as it may require for the payment of, the price of any further services.

1. Entire Agreement: The Contract Documents constitute the whole and only agreement between parties regarding the subject matter of the contract and supersede any prior written and/or oral communication relating to the same subject. Any amendment or modifications to the Services Agreement or these Conditions shall not be binding upon either party unless agreed to in writing by an authorized representative of each party.
2. Notices: All notices, requests, consents, claims, demands, waivers and other communications under any Contract Documents shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
3. No waiver: The rights of Armis or the Client shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach. 
4. Severability: If, for any reason, any provision in these Conditions is held to be void, unenforceable or otherwise invalid, all the other provisions of these Conditions, and the remainder of any provision where the effect of some part of it is held to be void, unenforceable or otherwise invalid, shall remain fully effective.
5. Governing Law and Jurisdiction: The contract and the Contract Documents shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, exclusive of its conflicts of laws rules. This jurisdiction agreement is for the benefit of Pyrethra. Pyrethra therefore retains the right to bring any proceeding, suit, action, claim or demand for damages, loss or injury arising out of or in connection with the contract and/or the Contract Documents (“Proceedings”) in any court which has jurisdiction other than by virtue of this jurisdiction agreement. The Client has the right to bring Proceedings only in the courts of the Province of Ontario, Canada.

Last Updated: July 17,2023