糖心传媒

The following terms and conditions apply to every purchase by 糖心传媒, (the "University") for goods and services (collectively the 鈥凄别濒颈惫别谤补产濒别蝉鈥� or separately the 鈥淕辞辞诲蝉鈥� or the 鈥沦别谤惫颈肠别蝉鈥�, where 鈥淕辞辞诲蝉鈥� and 鈥淒eliverables" shall also include rights to software and intangibles) from the Supplier (the 鈥沦耻辫辫濒颈别谤鈥�). The Supplier is bound by these terms and conditions in the provisions of any and all Deliverables it provides to the University. Each time the University requests Deliverables from the Supplier, such request shall be referred to as an order (an 鈥淥谤诲别谤鈥�). For clarity, these terms and conditions apply to the Supplier whether or not a purchase order is issued to the Supplier. Any request by the University for Goods or Services from the Supplier constitutes an Order and the Supplier is bound by these terms and conditions.

(a) In the event of a conflict or inconsistency between (a) these terms and conditions and (b) a written agreements between the University and the Supplier, signed by both parties, and incorporated into a University-issued Order by specific reference to the agreement (a 鈥淣egotiated Agreement鈥�), the terms and conditions of the Negotiated Agreement prevail.

(b) Any additional terms provided or referenced by a Supplier, including terms in a Supplier-issued quotation, purchase order acknowledgement, delivery note or packing slip, invoice, licence terms, or any other document whether or not signed, are expressly excluded and shall be of no force or effect unless they are part of a Negotiated Agreement. This exclusion applies regardless of when any additional terms were provided and overrides any "notwithstanding" or "priority" clause within a Supplier document. The Supplier agrees that its provision of any Deliverables or performance of any obligation contemplated in an Order constitutes its unequivocal acceptance of these terms and conditions. In the absence of a Negotiated Agreement, these terms and conditions together with the University-issued Order form the entire agreement with respect to the Deliverables, and the Supplier acknowledges that the University is relying on this understanding in determining to make any purchase of Deliverables.

The relationship between the parties is that of independent contractors. Nothing contained in an Order is construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity on the part of the University is construed from this Order.

The cost of the Deliverables (the 鈥淔别别鈥�) is set out in an Order in Canadian dollars (CAD) unless otherwise stated. Fee increases or other charges not expressly set out in an Order are not effective unless agreed to in advance in writing by the University pursuant to Section 6 (Changes). The University shall pay the Supplier net thirty (30) days from invoice date or satisfactory delivery and acceptance of the Deliverables, whichever is later, unless otherwise noted on an Order. The University calculates any discounts agreed to from the invoice date. Unless otherwise stated, the Fee represents the total cost to the University and includes all fees and charges of any kind including but not limited to permit, inspection, royalty and license fees, charges for crating, boxing, cartages, re-stocking, government tax levies, travel, overhead, profit, travel, and other reimbursable expenses unless otherwise stated on an Order. The University is entitled to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to those disputed amounts. Such withholding of disputed amounts is not a breach of an Order or any agreement or contract and no interest accumulates on withheld disputed amounts. Notwithstanding the foregoing, the University shall pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time period specified herein.

Unless otherwise stated in an Order, all prices or other payments stated in an Order are exclusive of any taxes. The Supplier shall separately itemize all applicable taxes on each invoice and indicate on each invoice its applicable tax registration number(s). The Supplier shall remit all applicable taxes to the applicable government authority as required by applicable laws. Notwithstanding any other provision of an Order, the University may withhold from all amounts payable to the Supplier all applicable withholding taxes and remit those taxes to the applicable governmental authorities as required by applicable laws.

Time is of the essence and no extension or waiver operates to amend this provision. The Supplier shall perform the Deliverables strictly in accordance with the quantities, specifications, and terms and conditions set out in an Order, and by the delivery date(s) specified. The Supplier must immediately notify the University if the Supplier is unable to meet a specified delivery date(s). The Supplier shall perform the Deliverables in a good and workmanlike manner to the University's satisfaction. At any time prior to the delivery and acceptance of the Deliverables, the University may, upon notice to the Supplier, cancel or change an Order, or any portion thereof, for any reason, including, without limitation, for the convenience of the University or due to failure of the Supplier to comply with an Order, unless otherwise noted without liability. The Supplier represents, warrants, and covenants that it is the legal and beneficial owner of the Deliverables and has good and valid title to all Deliverables provided to the University. Title and risk of loss or damage to the Deliverables pass to, and become the sole property of the University upon receipt at the premises designated by the University on an Order. The Supplier bears all risk of loss or damage to the Deliverables until receipt of the Deliverables by the University at the premises designated by the University on an Order. The University has no obligation to obtain insurance while Deliverables are in transit from the Supplier to premises designated for delivery by the University.

(a) With respect to the provision of the Goods, the University may, by written notice at any time prior to shipment, make changes in any of the following: applicable drawings, designs or specifications, method of shipment or packing, and place or time of delivery. With respect to the provision of the Services, the University may, by written notice at any time prior to completion of the Services, make changes to any of the statement of work, time of delivery, or expected outputs of the Services. To the extent any change causes an increase or decrease in the Fee, or time required for performance of an Order, the University shall make an appropriate equitable adjustment. The Supplier must submit any claim for adjustment in writing within fifteen (15) days from receipt of the change. The Supplier shall furnish such documentary evidence as the University may reasonably request substantiating the proposed adjustment.

(b) Except as set forth herein, no change to these terms and conditions shall be effective unless made in writing and signed by both parties. The failure of the University to enforce any provision of an Order or these terms and conditions shall not be construed as a waiver or limitation of the University's right to subsequently enforce and compel strict compliance with any provision.

The University may retain any of the Goods supplied by the Supplier in excess of the quantity specified in an Order at no additional cost.

The Supplier shall follow all instructions received from the University, or its agents, with respect to the Goods that originate from sources or suppliers based outside of Canada and the Supplier shall comply with all requirements of the Canada Border Services Agency with respect to the importation of those Goods.

All Goods subject to standards for use or consumption in the Province of Ontario must conform to the standards approved by the Canadian Standards Association (CSA) and all other applicable regulations.

The Supplier shall adhere to all applicable laws governing the use of any hazardous substances and shall provide upon request all necessary documentation to verify material composition, on a substance-by-substance basis, including quantity used of each substance, of any Goods, and of any process used to make, assemble, use, maintain, or repair any Goods. The Supplier shall also provide upon request all necessary documentation to verify that any Goods or the provision of the Deliverables do not require the use of hazardous substances or, where it does provide Material Safety Data Sheets (MSDS) and appropriate labels with all hazardous products as defined under the federal Hazardous Products Act and the provincial Workplace Hazardous Materials Information System (WHMIS) legislation.

(a) The University may terminate an Order for convenience or without cause at any time by providing seven (7) days written notice to the Supplier. In exercising such right of termination, the University shall pay the Supplier for all Deliverables provided to the date of termination, and the verifiable direct costs incurred by the Supplier to demobilize from the provision of the Deliverables, such costs not to exceed the Fee. The University is not responsible for any indirect costs or expected profit

(b) The University may also terminate an Order as a result of the Supplier's breach of these terms and conditions, or as result of delay or deficiency in the provision of the Deliverables. In such circumstances, the Supplier shall not make a claim against the University for any costs incurred, or for any loss of profit with respect to the terminated or cancelled portions of an Order. Following a termination in accordance with Section 12 (b), the University is entitled to set off against any amounts owing to the Supplier for the costs incurred by the University to complete or correct the Deliverables, or rectify the breach, or may claim against the Supplier for reimbursement of such costs. 

The Deliverables are subject to inspection and approval by the University notwithstanding prior payment. The University, in its sole discretion, may reject any Deliverables that are deficient or do not conform to any applicable warranty or to the specification in an Order (collectively the 鈥凄别蹿颈肠颈别苍肠颈别蝉鈥�), and may require, at no cost to the University, that the Supplier re-perform or rectify the Deficiencies within the timelines established by the University. Alternatively, the University may return Goods deemed to be Deficiencies at the Supplier's expense, and the Supplier shall credit the University accordingly within fifteen (15) days of return of the Goods without restocking or handling fees, or any other charge. The University reserves the right to retain any portion or all of any Deliverables not strictly in accordance with the specifications and in that case pays a reasonable price, in the University's sole discretion. However, retention does not preclude the University from rejecting the remainder of the Deliverables or any part thereof in accordance with specifications. In the event the Supplier fails or refuses to address the Deficiencies, the University may exercise its termination and cost recovery rights set out in Section 12 (b).

(a) The Supplier is not liable for default or delay due to causes beyond the Supplier's reasonable control and without fault or negligence on the part of the Supplier. An event is not considered to be beyond one鈥檚 reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as those contained in an Order would have put in place contingency plans to either materially mitigate or negate the effects of such event. Without limiting the generality of the foregoing, force majeure events include labour disputes, fire, unusual delay by common carriers, unavoidable casualties, civil disturbance, acts, orders, legislation, pandemics, public health emergencies, acts, orders, legislation, regulations or directives of any government or other public authority, acts of a public enemy, war, riot, sabotage, blockage, embargo, lightning, earthquake, or acts of God, but does not include shortages or delays relating to supplies or the Services. The Supplier shall give the University notice in writing within two (2) business days of such event, the reason for such delay or non-performance, and the anticipated period of delay or non-performance when any such cause appears likely to delay provision of the Deliverables and take appropriate action to avoid or minimize such delay. 

(b) If any such default or delay threatens to impair the Supplier's ability to meet delivery requirements for the Deliverables, the University is entitled to, without any liability to the University, cancel the portion or portions of an Order so affected by giving notice of cancellation and such cancellation is in addition to the other rights and remedies set out herein, at law or in equity.

(a) The Supplier shall indemnify and save harmless the University, its officers, Board of Governors, employees, contractors, students, and agents (collectively, 鈥泪苍诲别尘苍颈迟别别蝉鈥�) against any and all loss, injury, death, liability, deficiency, action, suit, claim, judgment, interest, award, penalty, damage, action, demand, penalty, fine, cost or expense including legal or professional fees and the cost of enforcing any right to indemnification hereunder (collectively, 鈥淟辞蝉蝉别蝉鈥�) directly or indirectly relating to, arising out of, or occurring in connection with any breach or inaccuracy of any representation, warranty or covenant, performance of the Services or supply of the Goods, including but not limited to personal injuries to anyone, breach or alleged breach of intellectual property laws, environmental non-compliance, product liability and property damage. The Supplier has no claim for compensation of any kind whatsoever, and the University is not under any circumstances liable for a breach of any term of an Order or any other tender document, with the exception of non-payment of Fees properly owing. 

(b) The Supplier shall, at its expense, defend, indemnify and hold harmless the University and any Indemnitee against any and all Losses arising out of or in connection with any claim that the University's or Indemnitee's use or possession of the Deliverables infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party. In no event shall the Supplier enter into any settlement without the University's or Indemnitee's prior written consent.

(a) For Orders with a Fee of $25,000.00 or more, the Supplier must obtain general liability insurance against third party bodily injury (including death), personal injury and broad form property damage (including loss of use) and including products and completed operations liability and blanket contractual liability for an amount of not less than $5,000,000.00 per occurrence, and any other insurance as required elsewhere in the Order or any other contract or agreement (or other limits that have been agreed upon in writing) with such policy naming the University as an additional insured. The Supplier is to provide a certificate of insurance to the University upon request. 

(b) For Orders with a Fee of less than $25,000.00 and over $5,000.00, the Supplier must obtain general liability insurance with limits of $2,000,000 and any other insurance as required elsewhere in the Order or any other contract or agreement (or other limits that have been agreed upon in writing). The Supplier shall provide a certificate of insurance to the University upon request. 

(c) For Orders covered by (a) or (b) above (with a Fee of $5,000.00 or more), the Supplier must obtain Standard automobile insurance for all vehicles owned, licensed or leased by the Supplier and non-owned automobile insurance, where applicable, for an amount of not less than two million dollars ($2,000,000.00), per occurrence for each type of coverage. Where the non-owned automobile insurance coverage is provided within a general liability policy, a separate policy is not required.

(d) For Orders covered by (a) or (b) above (with a Fee of $5,000.00 or more), the Supplier must obtain, where applicable given the nature of the Deliverables, (i) Professional liability insurance for an amount of not less than two million dollars ($2,000,000.00) per occurrence; and (ii) Privacy Liability and Cyber Risk Insurance covering liabilities resulting or arising from data damage/destruction/corruption, including without limitation, failure to protect privacy, unauthorized access, unauthorized use, virus transmission, denial of service and loss of income from network security failures in connection with the Services provided under this Agreement with a minimum limit of $2,000,000 each claim and annual aggregate. Such insurance will also include coverage for notification costs and credit monitoring services.

(e) For Orders with a Fee of less than $5,000.00 the Supplier must obtain insurance of the type and levels that a prudent person would hold having regard for the nature of the Deliverables, or as the University may from time to time require. The Supplier shall provide a Certificate of Insurance to the University upon request. 

(f) Any insurance required by this Section 16 shall be maintained by the Supplier continuously during and for no less than two years following final delivery or performance of the Deliverables. 

(a) To the furthest extent permitted by law, the University shall not be liable for, and the Supplier shall not be entitled to, any indirect, incidental, special, consequential, or punitive damages (including, without limitation, any loss of profits, data, or revenue), even if the University has been advised of the possibility of such damages. In no event will the University鈥檚 total liability for all damages, losses and causes of action, (whether in contract, tort, or otherwise) exceed the lesser of the amount paid to the Supplier under the applicable Order giving rise to the claim, or $50,000.

(b) The University has no liability for any item distributed or sold by the Supplier, nor does the University assume any liability to the Supplier or third parties with respect to the quality or performance characteristic of any item.

In carrying out its obligations under an Order, including the performance of the Services, the Supplier shall at all times comply with all applicable federal, provincial, and municipal laws, regulations, standards, and codes. The Supplier shall, at all times and in its sole expense, comply with all statutes, rules, orders, ordinances and regulations of all governmental authorities, including but not limited to the Accessibility for Ontarians with Disabilities Act, 2005, and its regulations, as amended from time to time, and all current, applicable legislation, safety and design codes and standards in Canada, specifically, but not limited to: (a) the Occupational Health and Safety Act; (b) the Ontario Building Code; (c) the Transportation of Dangerous Goods Act; and (d) The federal Hazardous Products Act and the provincial WHMIS legislation for hazardous products. The Supplier shall comply and ensure all workers and other persons for whom it is responsible at law comply with all applicable University policies, rules, regulations, restrictions, directives, and orders to ensure the safety of the public. See: /policies/. The Supplier shall obtain all applicable permits, licences, exemptions, consents, and approvals required for the Supplier to supply the Deliverables. Non-compliance as contemplated herein shall be considered a breach of an Order, unless the University decides, in its sole and absolute discretion, to provide the Supplier an opportunity to correct the non-compliance. 

The Supplier must at all times register with the Workplace Safety and Insurance Board under the Ontario Workplace Safety and Insurance Act, 1997 and shall maintain its workers' compensation accounts in good standing, and provide the University with evidence of good standing upon request. The Supplier represents and warrants that its workers have completed the Health and Safety Awareness Training for Works and Supervisors and all trainings relevant to the Deliverables, including but not limited to Workplace Hazardous Information System (WHMIS), and working at heights.

The Supplier warrants for a period of not less than one (1) year from the date of delivery, the Goods, which include materials, are made or used for a particular purpose and are fit and suitable for that purpose. The Supplier shall provide the Goods that conform to all manufacturers' specifications and are new, unused, and free of any defects in design, materials, and workmanship under the University's intended use of the Goods for the duration of the warranty period unless otherwise specified in the contract. Warranties apply notwithstanding any inspection, testing, acceptance of, or payment by the University. The Supplier shall assign to the University all manufacturer's warranties for the Goods not manufactured by the Supplier, and shall take all necessary steps as required by such third party manufacturers to effect assignment of those warranties to the University. The Supplier must repair or replace all of the Goods which are either defective or do not comply with the warranty with new Goods at no cost to the University at any time during the warranty period or at any time after the expiry of the warranty period if the defect or non-compliance arose during the warranty period. In the event of any breach of warranty at law or pursuant to an Order by the Supplier, at any time during the warranty period, the Supplier shall, at the University's option, repair or replace the Goods with an equivalent or better product at no additional cost to the University within fifteen (15) days of the University's notification to do so. The Supplier further warrants that the Fee is as low as any net price now given by the Supplier to any other customer for like material and quality. The above warranties are in addition to any other express warranties of the Supplier or any other warranty provided by law or equity.

To the extent that the Deliverables include software, whether purchased, licensed, or embedded in the Deliverables, the Supplier represents and warrants that, for the term of the software鈥檚 license including any extensions, or for a period of five (5) years from the date of delivery if there is no time-limited license: (a) the software and any related services will perform in material conformity with the specifications and documentation provided, which shall hereby include at least 99.5% uptime for live service software unless otherwise stated in the specifications; (b) the Software is free from viruses, malware, trojan horses, time bombs, or other harmful, malicious, or disabling code; (c) the software will be patched and updated promptly to address errors or potential security vulnerabilities, and otherwise as reasonably necessary, with such updates and patches being performed by the Supplier unless otherwise stated in the specifications; (d) unless the software is a dedicated AI tool whose primary purpose is the delivery of AI-generated outputs, no AI functionality shall be activated without express user input and the University鈥檚 consent and may be disabled or easily avoided at any time without impairing non-AI features; and (e) the Software and its use by the University comply with all applicable laws and regulations and will not infringe the rights of any third party, including intellectual property rights. Warranties apply notwithstanding any inspection, testing, acceptance of, or payment by the University. The Supplier shall assign to the University all manufacturer's or software publisher鈥檚 warranties for the software not originally manufactured or published by the Supplier, and shall take all necessary steps as required by such third-party manufacturers or publishers to effect assignment of those warranties to the University. The Supplier further warrants that the Fee is as low as any net price now given by the Supplier to any other customer for the same or largely similar software. 

The Supplier shall perform the Services: (a) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity reasonably expected from a skilled and experienced service provider providing similar Services under the same or similar circumstances; and (b) using only personnel with the skills, training, expertise, and qualifications necessary to carry out those Services. The University may object to any of the Supplier's personnel engaged in the performance of the Services who, in the University's reasonable opinion, lack the appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Supplier shall promptly remove that personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of the University.

In the event of breach of any of the warranties contained herein, and without prejudice to any other right or remedy available to the University, the Supplier shall, at the University's option and the Supplier's expense, refund the purchase price for, or repair or replace the affected Goods, or re-perform the affected Services, within fifteen (15) days after notice by the University to Supplier of warranty breach. The Supplier is responsible for all associated Fees, including costs of re-performance, costs to inspect the Deliverables, transport the Goods from the University to the Supplier, and return shipment to the University, and costs resulting from supply chain interruptions. If the Goods are repaired or replaced, or services are re-performed, the warranties herein continue as to the repaired or replaced Goods for a further one (1) year warranty period commencing on the date of acceptance of the repaired or replaced Goods by the University. If the Supplier fails to repair or replace the Goods within the time periods required above, the University may, at its sole and absolute discretion, opt to extend the time period or repair or replace the Goods at the Supplier's expense.

(a) All intellectual property rights and every other right, title, and interest in and to all concepts, techniques, ideas, information and materials, however recorded, including but not limited to images and data, provided by the University remain the sole property of the University at all times. The University owns all intellectual property rights in all newly created work products, works of authorship, inventions, improvements and other intellectual property arising from the provision of Services (鈥淯niversity IP鈥�), free and clear of all liens and encumbrances. The Supplier shall provide to the University all assistance reasonably requested by the University to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title, and interest in the University IP such intellectual property materials in the University and its successors and assigns. With respect to exclusive property and all works of authorship, inventions, and improvements made by the Supplier in the performance of an Order, the Supplier at the University's expense, agrees to execute and deliver to the University all documents necessary to apply for, prosecute and obtain Letters Patent for the inventions and Copyright Registrations for works of authorship. The Supplier shall also convey to the University the entire right, title, and interest in and to all works of authorship, inventions, patent applications, and Letters Patent or Copyright Registrations issuing thereon.

(b) To the extent that any of the Deliverables contain, or require for their intended ordinary use, any intellectual property that is pre-existing or developed separately from the provision of the Deliverables (鈥淏ackground IP鈥�), the Supplier hereby grants to the University a perpetual, worldwide, non-exclusive, irrevocable, transferable, royalty free, fully paid up right and licence: (i) to use, modify, reproduce and distribute, in any form, all Background IP (including any Background IP licensed to the University by third parties); and (ii) to authorize other persons, including agents, contractors or subcontractors, to do any of the former on behalf of the University ,to the extent that such use is necessary for the University to enable use of the Goods or University IP. The Supplier shall identify in writing prior to the commencement of the Deliverables all material Background Intellectual Property used in connection with the Deliverables. The Supplier may not use in any way the University鈥檚 name or any trade names, trade-marks or other proprietary designations without the University鈥檚 prior written consent.

(c) In the event that any of the Deliverables provided by the Supplier to the University are subject to a claim or allegation of infringement of third party intellectual property rights, the Supplier shall, at its own option and expense, without prejudice to any other right or remedy of the University (including the University's indemnification rights herein), promptly provide the University with a commercially reasonable alternative, including the procurement for the University of the right to continue using the Goods in question, the replacement of those Goods with a non-infringing alternative satisfactory to the University, or the modification of those Goods (without affecting functionality) to render them non-infringing.

(a) The University is subject to the Freedom of Information and Protection of Privacy Act (FIPPA). The parties shall govern themselves in accordance with FIPPA and shall comply with all applicable privacy obligations, including those arising by statute or common law. The Supplier shall provide proactive and timely assistance to the University in meeting its statutory obligations under FIPPA. The Supplier shall safeguard and keep confidential any and all information, including 鈥淧ersonal Information鈥� as defined in FIPPA, relating to the University obtained by or provided by or on behalf of the University in connection with the applicable Order, or produced in the performance of the Services, and shall collect, retain or use that information only for the purposes of carrying out its obligations under the applicable Order and shall limit internal dissemination on a need-to-know basis. The Supplier shall maintain the confidentiality of all such information except to the extent that (i) such information becomes known to the public without breach of the applicable Order; (ii) disclosure is required by law; or (iii) disclosure is permitted in writing by the University. The supplier shall notify the University of any known or suspected breaches of privacy or confidentiality, or any known or discovered security flaws or vulnerabilities that may affect the Deliverables, in writing as soon as feasible, but in no event longer than 24 hours. In the event of a breach of this provision, the University may reserve the right to exercise its Termination rights set out in Section 12. 

(b) The University may, at any time, publish any Order or any written agreements it enters into with the Supplier on online platforms accessible to members of the public.

(c) The Supplier shall not attempt to access any Personal Information from or on behalf of the University unless the University determines, in its sole discretion, that access is permitted under FIPPA and is necessary in order to provide the Deliverables. The Supplier agrees to provide any records containing University-related Personal Information to the University within seven (7) days of being directed to do so by the University for any reason including an access request or privacy issue.

(d) Upon the expiration or earlier termination of the applicable Order, or at any time upon the University鈥檚 written request, the Supplier shall immediately cease all use of and, at the University鈥檚 sole direction, either return to the University or permanently and securely destroy all Personal Information and University-related records in its custody or control. Within seven (7) days of such destruction, the Supplier shall provide the University with a Certificate of Destruction signed by a senior officer of the Supplier, confirming that all physical and electronic copies of the information have been permanently deleted or destroyed in compliance with this provision.

The Supplier shall not directly or indirectly or through authorizing, encouraging, or assisting any person, organization, agency, or body corporate, whether public or private: (a) take any action that might impair the reputation of the University, its affiliates, Board of Governors, employees, officers, directors, representatives, faculty, suppliers, students, initiatives, programs, projects, or services (collectively, the 鈥淩eputational Beneficiaries鈥�); (b) criticize, disparage, defame, or express negative comments, statements, or images about any of the Reputational Beneficiaries; or (c) take any other action which is otherwise detrimental in any way to any Reputational Beneficiaries.

An Order is governed by the laws of the Province of Ontario and federal laws of Canada applicable therein, without regard for any conflict of law rules that would impose the law of another jurisdiction, and the parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all competent courts to hear appeals therefrom. The United Nations Conventions on Contracts for the International Sale of Goods and any other international legislation do not apply.

The Supplier hereby represents and warrants that it qualifies as an Ontario Business in accordance with the Building Ontario Businesses Initiative Act, 2022, and the regulations promulgated thereunder, subject to amendments from time to time.

For the purposes of any Order governed by these terms and conditions, an 鈥淥ntario Business鈥� shall mean:

• The business is a supplier, manufacturer, or distributor conducting its activities on a permanent basis in Ontario.
  • The business must either: (i) have its headquarters or main office in Ontario; or (ii) possess a minimum of 250 full-time employees in Ontario at the time of the relevant procurement process.
  • The Supplier hereby acknowledges and agrees that the University may rely on this representation to determine the Supplier鈥檚 status as an Ontario Business in accordance with the provisions of the Act and its regulations.

Suppliers and licensees working with 糖心传媒 are expected to adhere to the 糖心传媒 Supplier Code of Conduct. If you have concerns about compliance with the code of conduct, you must initiate prompt, open and constructive communication with the university.

If any part of these terms is found to be invalid or unenforceable, that part will be limited or removed only to the extent necessary. All other provisions will remain in full force and effect.

The Supplier may not assign, subcontract, transfer, or cede, by operation of law or otherwise, the rights and obligations herein or otherwise contained in an Order without the consent of the University which may be withheld in its absolute discretion.