TERMS AND CONDITIONS | Mandina Group

Note: If the Client has other parties who they wish to be copied on all electronic communications, a list may be provided with the name and email address of those parties. Those parties will be considered “for information only” and any questions, comments or opinions given by those parties in response to communications will not be reviewed or responded to by Mandina. Mandina will only accept direct communication and feedback from the Client.

THIS SERVICES AGREEMENT (the “Agreement”) is dated the Effective Date between Mandina and Client (collectively, the “Parties”). In consideration of the mutual premises made herein, the Parties hereby agree to the following:

1. Definitions “Services” refers to services described in Appendix A.

“Project” refers to any repair, renovation or remodelling services performed at the Client’s place of residence, resulting from consultation with Mandina as part of the Client’s Subscription. Costs for projects are estimated and billed separately from Subscription or additional Services fees.

2. Services: See Appendix A, attached.

3. Fees: See Appendix B, attached.

4. Payment: As provided in Section 7 of the General Terms and Conditions (Appendix C).

5. Renewal: Unless for a monthly subscription, or for an annual subscription that is not renewed as required below, this Agreement shall renew automatically on a monthly basis until notice is delivered as per s. 7(b) above. For an annual subscription, this Agreement shall be renewable by the Client for one (1) additional year upon delivery of written notice by the Client to Mandina no later than 45 days prior to the Expiry Date, subject to acceptance by Mandina prior to the Expiry Date.

6. Other Terms and Conditions: This Agreement is also subject to:

a. Appendix C: General Terms and Conditions,

b. Appendix D: Consumer Rights under the Consumer Protection Act (Ontario),

c. Appendix E: Additional Terms listed by the Parties (if any),

all of which are incorporated by reference into this Agreement.

7. Consumer Protection: This Agreement is subject to the terms of the Consumer Protection Act (Ontario).

Among other rights, the Client has 10 days from the date of receiving this Agreement to notify Mandina that he or she wishes to revoke this Agreement, following which this Agreement shall no longer be in effect. See additional consumer rights under the Consumer Protection Act (Ontario) listed in Appendix D.

8. Client Consent: The Client (or his/her attorney, as applicable) hereby consents to and authorizes Mandina and its representatives to contact my Secondary or Emergency Contacts listed above (or such replacements or additional contacts as I notify Mandina of in writing) if I do not, or am unable to, respond to any communications sent to me by Mandina in connection with the Services provided under this Agreement, or other terms relating to such Services, or in the event of any emergency involving me, if Mandina is present at the service location at such time.

Mandina shall be fully authorized to discuss the contents of this Agreement, any instructions provided by me to it, any information provided by it to me, or any details relating to any emergency situation involving me or the Service Location with my Secondary or Emergency Contact (or any replacement) as necessary.

Mandina is further authorized to act on such reasonable instructions as may be provided by my Secondary or Emergency Contact and, should it do so, it shall be entitled to fully rely on such instructions as if they had been provided by me directly.

In the event of any communication difficulties with the Client (including lack of Client response, inconsistent Client instructions, Client misunderstanding, Client changes to scope of services, etc.) or other concerns relating to the Client (including health concerns or ability of the Client to fulfill their obligations), Mandina reserves the right in its sole discretion to suspend some or all Services to the Client until such time that Mandina’s concerns, including the ability of the Client to fulfill their obligations, are resolved or verified. No monthly service fees will be processed during this time, but fees for any completed work or purchased materials shall remain due and payable by the Client, where applicable.

APPENDIX A

Services

1. Service Packages

Mandina’s Comprehensive Services – Inclusive of subscription fee.

· General communications support (advice, questions answered, etc.), including phone calls and emails.

· Reminder program (i.e. changing smoke detector batteries, HVAC filters, etc)

· Remote repair assessment, quoting and contractor coordination

Mandina’s Comprehensive Services – Subject to additional fees.
Home Safety Assessment
Home Profile creation & Condition Assessment
Home checks when on vacation
Annual Home Inspection (changes to profile, condition status)
On-Site repair assessment
Repair services (SUBJECT TO ESTIMATE)
“Honey-Do” Crew: Non-skilled labour tasks
Direct supervision of subtrades by Mandina

2. Client Selection. Mandina will provide the service package listed in Section 1 selected by the Client at the time of enrolment for services (the “Services”). The Services shall be subject to the General Terms and Conditions set forth in Appendix C to this Agreement as well as any special terms and conditions expressly agreed to by the Parties, which shall amend the General Terms and Conditions in the event of any conflict.

3. Provision of Services

3.1. Labour/Materials. Mandina shall provide or arrange for all labour and materials as outlined in Section 1, unless stated otherwise in writing. Mandina shall be entitled to subcontract all or any part of the Services to be provided hereunder in its sole discretion.

3.2. Variations. The Client acknowledges and agrees that, during any construction or any completion of work, Mandina may make minor variations to the said specifications or may substitute other materials from those specified in the said specifications and the Client agrees to accept any such variations or substitutions, so long as such are of equal or better quality and do not diminish the value of work or substantially alter the size or appearance. Mandina shall notify the Client of any such substitutions as required.

3.3. Monthly Subscriptions. Mandina will begin providing the Services for monthly subscriptions on the Start Date (usually the first day of the subsequent month following the Effective Date) subject to the Minimum Term in accordance with the Terms and Conditions (the “Monthly Subscription”). Monthly Subscriptions shall renew on a monthly basis until notice is provided to Mandina pursuant to section 8.1 of the Terms and Conditions.

3.4. Annual Subscriptions. Mandina will begin providing the Services on annual subscriptions on the Start Date and for the following twelve (12) months thereafter (the “Annual Subscription”).

3.5. Attendance. Unless expressly agreed as part of the Services subscribed for, Mandina may not be present at the Client’s premises to oversee the Services being performed by its designated third-party sub-contractors on the day scheduled. In the event a third-party sub-contractor is hired to complete Services, Mandina will prepare a manifest which will clearly outline the duties and responsibilities of Mandina’s third-party sub-contractors that may be required to fulfill the Service(s).

4. Quotations. Mandina will provide quotations to the Client for approval prior to initiation of any work for Services that require extra costs or charges in addition to the cost of the Client’s Services. Changes to scope of work by the Client may require changes to the initial quotation and may result in changes to cost. Mandina will provide receipts to the Client for all services, including labour and materials, provided.

5. Service Commitments. Mandina shall provide each of the Services in accordance with the following Service Commitments:

5.1. Mandina will provide the Services in accordance with Applicable Law.

5.2. Mandina has, and will possess throughout the Term, the knowledge and expertise to competently provide the Services.

5.3. Mandina will utilize staff that possess the education, skills and training, as well as applicable licenses. (if any) necessary to perform the tasks delegated to them in a reasonably satisfactory and workman-like manner as part of the provision of Services.

5.4. Mandina will use reasonable efforts to determine the education (if any) and training as well as applicable licenses and insurance of any third-party sub-contractors hired to perform the Services on behalf of Mandina.

5.5. Mandina shall be responsible for having and maintaining a liability insurance policy and required WSIB coverages and ensuring their subcontractors also have and maintain appropriate coverages.

5.6. Mandina shall provide all manner of labour (except Client(s) labour as laid out in any scope of work), plant apparatus, scaffolding, utensils, cartage of every description and other things whatsoever needful to the due performance of their work, all of which are included in the quoted price.

5.7. Mandina will not be responsible for any delays occasioned by the Acts of God, inclement weather, unavoidable accidents, strikes, shortage of materials, pandemics, or other causes beyond Mandina’s control, or been unable to proceed with construction due to Client(s) issues, that Mandina has no control over, and delays from work that the Client(s) is responsible for. Any delays due to Client(s) unable to obtain any permits, clearances, financial or any work or materials that the Client(s) agreed to supply shall entitle Mandina to extend the completion date. Mandina reserves the right to extend the construction schedule if needed and will do so in writing to the Client(s).

5.8. Mandina reserves the right to delay completion of exterior work such as but not limited to exterior finishes, backfilling until proper weather conditions permit.

5.9. Items supplied by Client(s) are not covered by Mandina. Mandina reserves the right to supply, install and perform work to complete, fix or correct any items that the Client(s) has not performed that the Client(s) agreed to supply or perform but did not complete within the allowed period set by Mandina. The cost of such work shall be calculated at Carpenter Rate: $120 per hour and material cost plus 15%, sub-contractors cost plus 15% and any other additional costs that Mandina may incur. This clause is to ensure that Mandina can meet its timelines and building code requirements.

5.10. Mandina shall provide all labour and material as outlined in "Scope of Work".

5.11. Mandina shall perform his work in a proper workman-like manner in accordance with the specifications and in conformance with the Ontario Building Code.

5.12. Mandina agrees to comply with all laws, ordinances, rules, regulations, codes, and orders in force during the performance of the contract which relate to the preservation of public health or construction safety.

6. Client Responsibilities during Provision of Services.

6.1. The Client shall provide full access of its premises during the times required to perform any Services. This includes areas where the plumbing and electrical shutoffs are situated. The Client may be subject to charges if Mandina or its subcontractors are prevented from performing the Service when scheduled due to Client absence or inability to access required areas.

6.2. The Client(s) shall provide and pay for electricity, water and heat during time Services are provided.

6.3. The Client shall be entitled to request that Mandina perform additional work or supply and install any materials or fixtures in addition to those set out herein. Providing Mandina agrees to the changes, the quoted price, and if necessary, the intended completion date shall be adjusted according to any change orders(s). No changes in the work shall be proceeded with or by Mandina without authorization by the Client(s).

6.4. The Client acknowledges that subcontractors are not authorized to accept any changes proposed by the Client(s) to Services, scope of work, etc., without Mandina’s express written consent; the Client shall be responsible for any costs incurred as a result of changes the Client requests without proper authorization from Mandina;

6.5. The Client acknowledges and agrees that Mandina may display signage on the said property while Services are being performed.

6.6. Should the Client believe there is a discrepancy with the project billing, Mandina will audit the invoices with the Client at a cost of $500 per hour. Should the billing be over 5% of the reported amounts billed, the hourly rate will be waived and the difference plus 10% will be credited to the Client.

6.7. The Client acknowledges and agrees that Mandina cannot be held responsible for pets escaping and it is often necessary to leave doors open while material and tools are transported, and rooms are ventilated. Please ensure that all pets are managed accordingly.

6.8. The Client acknowledges and agrees that Mandina shall be entitled to take photos and media content for its social media platforms as the project develops and when it is complete. Mandina shall take reasonable commercial steps to try to ensure the Client’s privacy and sensitive information is appropriately protected.

6.9. The Client(s) and Mandina agree that in the event of a dispute as to the interpretation of this Agreement or the extent of the Work, the issues shall be resolved among The Client(s) and Mandina. However, if a resolution cannot be met on mutual terms, the issues shall be submitted to arbitration as agreed to by both parties or under the province’s arbitration statute. Determination of the arbitrator shall be conclusive and binding. The expenses of the arbitrator shall be borne by the party against whom the arbitrator rules. Subject to this provision, the provisions of the province’s arbitration statute in force at the material time shall be applicable to the arbitration.

APPENDIX B

Fees and Payments

Fees. Subject at all times to Appendix C, the Fees shall be as follows:

Monthly Package = $99

Safety assessments, condition assessments, vacation checks, “Honey-Do” Crew are all quoted on time and material basis
Repair and project work is estimated job-to-job

Starter Package = $549

Home assessment is included in starter package fee

Repair/project work is estimated job-to-job
Assessments other than initial home assessment, vacation checks, “Honey-Do” Crew are all quoted on time and material basis

Fixed Price. The Fees shall remain fixed until specified otherwise.

2. Fee Increase. In the event that Mandina wishes to increase any Fee, it shall provide notice of same to the Client at least forty-five (45) days prior to the proposed increase becoming effective.

3. Client Choice. The Client may elect to accept the proposed increase or terminate the Agreement on the provision of at least thirty (30) days’ Notice to Mandina.

APPENDIX C

GENERAL TERMS & CONDITIONS

1. Terms and Conditions. By executing this Agreement, the Client acknowledges and agrees that it has reviewed and agrees to the Terms and Conditions hereof. Mandina may, without complying with any requirements applicable to amendments or modifications to the Agreement, unilaterally amend the Terms and Conditions from time to time, on the provision of thirty (30) days’ notice to the Client.

2. Entire Agreement. This Agreement and all Appendices attached thereto constitute the entire agreement between the Parties with respect to the matters set out herein and supersedes all prior agreements and negotiations (written or oral), relating to the subject-matter hereof.

3. Interpretation. All capitalized terms used in one part of this Agreement shall have the respective meanings given to them in another part of this Agreement.

4. Fees and Sales Taxes. In consideration of the Services described in Appendix A, the Client shall pay Mandina the fees specified in Appendix B (the “Fees”) plus all applicable sales taxes. Mandina will issue a receipt to the Client upon receiving payment from the Client for the Services.

5. Term. This Agreement will commence on the Start Date and shall continue in force and effect until the Expiry Date unless terminated earlier in accordance with the termination provisions hereunder (the “Term”).

6. Deposit and Payments

6.1. Monthly Subscription. For a Client electing to subscribe to Mandina’s Services on a monthly basis (the “Monthly Subscription”), the Client shall pay Mandina the amount for the first month’s Fees at least 5 days prior to the Start Date and prior to Mandina providing Services to the Client (the “Deposit”). Thereafter, the Client shall pay the Fees due and owing under this Agreement in monthly instalments during the remaining balance of the Term at least 5 days prior to the monthly renewal date.

6.2. Annual Subscription. For a Client electing an annual subscription, the Client shall pay Mandina in advance the full amount of Fees due and owing under this Agreement for the annual period at least 5 days prior to the Start Date (the “Annual Subscription”).

6.3. Payments. All payments due and owing under this Agreement, other than for the Fee amounts for Monthly or Annual Subscriptions, shall be invoiced monthly on the first of each month (or as soon as possible thereafter) and shall be due and payable in full within ten (10) days from the date of such invoice.

6.4. Currency. All payments hereunder shall be made in Canadian dollars and made by cheque, e-transfer, pre-authorized debit or credit card to Mandina. Cash payments will not be accepted.

6.5. Disputed Payments. The Client shall notify Mandina in writing of any dispute with any invoice (along with substantiating documentation within ten (10) days from the date of such invoice. Invoices for which no such timely notification is received shall be deemed accepted by the Client as true and correct, and the Client shall pay all amounts due under such invoices within the period set forth in Section 7.3. The parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by the Client for of all undisputed fees due and payable under Appendix B Section 7.

6.6. Interest on Late Payment. Except for disputed invoices as permitted under Section 7.5, all late payments shall bear interest at the rate of 2.5% percent per month (for an effective rate of 34.5% per year), calculated daily and compounded monthly. The Client shall also reimburse Mandina for all reasonable costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under this Agreement or at law (which Mandina does not waive by the exercise of any rights hereunder), Mandina shall be entitled to suspend the provision of any Services if the Client fails to pay any undisputed fees when due hereunder.

6.7. When Payment is Late. Default interest will be applied to payments that are late, namely unpaid invoices after (2) written and (1) direct communication attempts past the due date. Client(s) shall be responsible for all costs of collection including reasonable attorney's fees and court costs.

6.8. Non-Withholding of Payments. The Client shall not withhold payment of any Fees due and payable under this Agreement by reason of any set-off of any claim or dispute with Mandina, whether relating to a breach by Mandina or otherwise.

6.9. Overpayment. In the event Mandina receives overpayment (“Excess Payment”) from the Client for services that were previously paid, Mandina shall refund the Client an equivalent amount of the Excess Payment if the Client’s account for Services with Mandina is in good standing and all outstanding amounts owing have been previously paid.

7. Termination

7.1. Notice. Except as otherwise provided in the Agreement, either Party may terminate the Agreement if the other Party has breached any of its obligations hereunder and has not remedied such breach within thirty (30) days’ from delivery of written notice by the non-breaching Party (the “Termination Date”). Upon delivery of such notice, Mandina shall cease performing all Services on the Termination Date.

7.2. Rights and Obligations. Except for the survival of certain applicable rights and obligations as set forth herein, including without limitation the obligation of the Client to pay Mandina for work completed, upon the effective date of termination of the Agreement, all rights and obligations of each Party to the other shall promptly cease to be of any further force or effect.

7.3. Entitlement. Mandina shall be entitled to receive payment from Client for all work completed up to and including the Date of Termination or otherwise under section 8.4. Payment shall be due and payable by the Client to Mandina upon delivery of an invoice by Mandina to the Client. Mandina shall be entitled to retain all or part of any deposit paid by the Client to Mandina if the Client terminates the Services prior to work commencing, as contemplated in the Agreement.

7.4. Client Responsible. In the event a Client has terminated the Agreement after requesting Mandina to perform services that i) have yet to be completed, ii) require performance by contractors, affiliates, or entities other than Mandina, and iii) Mandina has scheduled said contractors (etc.) to perform said incomplete services:

(a) the Client shall be responsible to pay for the services of Mandina actually performed;

(b) deposits or progress payments paid for services will not be refunded; and

7.5. Rebates. Subject to payment of the applicable fee, Mandina will provide the Client assistance on obtaining grants, rebates or other financial incentives/reductions, discounts or reimbursements if available and upon request. Mandina will use reasonable commercial efforts in assisting the Client to obtain such compensation but does not represent or warrant that the Client will be eligible for or successful in applying for any of such programs.

8. Confidential Information.

(a) For the purposes of this Agreement confidential information refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be personal to the Client and that in not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client (the “Confidential Information”).

(b) Mandina agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Mandina has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

(c) The parties acknowledge and agree that this Agreement does not contemplate the generation, receipt, disclosure or exchange of any personal information that would be subject to privacy laws in the applicable jurisdiction(s) of this Agreement. Should a party become aware of any personal information being disclosed hereunder, it shall promptly notify the other party thereof, and both parties shall cooperate on an urgent basis to coordinate an appropriate handling of such information in accordance with requirements of applicable privacy laws.

(d) All written and oral information and material disclosed or provided by the Client to Mandina under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Mandina.

9. Representations, Warranties and Covenants.

9.1. Mandina represents, warrants and covenants (as applicable) to the Client that: (i) it will deliver each of the Services in accordance with the service commitments set out in Appendix A and which are applicable to such Service (collectively, the “Service Commitments”) and (ii) it possesses and will continue to maintain throughout the Term: (a) a clear Vulnerable Persons Sector Check (or equivalent) for its employees engaging with the Client; and (b) insurance coverage that is commensurate with the Services and reasonable based on industry standards.

9.2. In respect of Services provided to the Client by third party contractors engaged by Mandina, Mandina shall pass through any warranty coverage provided by such third party directly to the Client. Mandina shall attempt to coordinate warranty repairs required from any such third-party contractors as part of the Services provided hereunder, but shall not be liable to the Client to perform any warranty work to correct issues arising from such third party services, which shall be the sole responsibility of the applicable third party contractor.

10. Indemnification & Limitation of Liability.

10.1. Each of the Parties (the “Indemnifying Party”) will indemnify and hold harmless the other Party and its Affiliates and their respective directors, officers, agents and (sub)contractors from and against losses, liabilities, damages, and claims (including taxes) and all related costs and expenses (collectively “Losses”) that arise at law or in equity as a result of the Indemnifying Party’s: (i) representations and warranties being untrue or inaccurate (in whole or in part) in any material respect; (ii) material breach of this Agreement; and/or (iii) dishonesty or negligence or that of any of its Representatives. In addition, the Client will indemnify and hold harmless Mandina and its Affiliates and their respective directors, officers, employees, agents and (sub)contractors from and against any Losses (which includes, for certainty, any penalties or interest) assessed by any Taxing Authority with respect to any Sales Taxes not collected by Mandina on account of an exemption claimed by the Client.

10.2. Notwithstanding anything else herein:

(a) in no event shall: (A) either Party be liable to the other Party or to any third party for any loss of use, revenue, or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not the other Party or third party (as the case may be) has been advised of the possibility of such damages; or (B) Mandina’s aggregate liability arising out of, or relating to, this Agreement (whether in contract, tort or other legal theory) exceed the aggregate Fees paid (or payable) by the Client in the twelve months prior; in each case, calculated as of the date of the event or circumstance giving rise to the claim; and

(b) the provisions of this Section 11 state the sole, exclusive, and entire liability of each Party to the other Party, and is the other Party’s sole remedy, with respect to any claims brought pursuant to or in connection with this Agreement.

10.3. Subcontractors. Mandina agrees that each subcontractor it retains to assist in fulfilling its obligations to the Client under the Agreement shall be required to comply with the representations, warranties, covenants, restrictions, conditions and security safeguards applicable to Mandina as set forth in the Agreement as if it were a party hereto.

10.4. Governing Law. This Agreement shall be construed and interpreted in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable herein

10.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

10.6. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction

10.7. Assignment and Delegation. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section 11.7 shall be null and void.

10.8. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement except for any obligations of the Client to make payments to Mandina herein, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party's ("Impacted Party") control including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics and pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; and (g) national or regional emergency; (h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; and (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (j) failure of any governmental or public authority to grant a necessary licence or consent; and (k) other events beyond the control of the Impacted Party. The Impacted Party shall give notice within FIVE (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 11.8, either party may thereafter terminate this Agreement upon thirty (30) days' written notice.

11. Indemnification & Limitation of Liability.

11.1. Each of the Parties (the “Indemnifying Party”) will indemnify and hold harmless the other Party and its Affiliates and their respective directors, officers, agents and (sub)contractors from and against losses, liabilities, damages, and claims (including taxes) and all related costs and expenses (collectively “Losses”) that arise at law or in equity as a result of the Indemnifying Party’s: (i) representations and warranties being untrue or inaccurate (in whole or in part) in any material respect; (ii) material breach of this Agreement; and/or (iii) dishonesty or negligence or that of any of its Representatives. In addition, the Client will indemnify and hold harmless Mandina and its Affiliates and their respective directors, officers, employees, agents and (sub)contractors from and against any Losses (which includes, for certainty, any penalties or interest) assessed by any Taxing Authority with respect to any Sales Taxes not collected by Mandina on account of an exemption claimed by the Client.

11.2. Notwithstanding anything else herein:

11.3. Subcontractors. Mandina agrees that each subcontractor it retains to assist in fulfilling its obligations to the Client under the Agreement shall be required to comply with the representations, warranties, covenants, restrictions, conditions and security safeguards applicable to Mandina as set forth in the Agreement as if it were a party hereto.

11.4. Governing Law. This Agreement shall be construed and interpreted in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable herein

11.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

11.6. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction

11.7. Assignment and Delegation. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section 11.7 shall be null and void.

11.8. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement except for any obligations of the Client to make payments to Mandina herein, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party's ("Impacted Party") control including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics and pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; and (g) national or regional emergency; (h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; and (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (j) failure of any governmental or public authority to grant a necessary licence or consent; and (k) other events beyond the control of the Impacted Party. The Impacted Party shall give notice within FIVE (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 11.8, either party may thereafter terminate this Agreement upon thirty (30) days' written notice.

APPENDIX D

Consumer Rights

Your Rights under the Consumer Protection Act, 2002

You may cancel this agreement at any time during the period that ends ten (10) days after the day you receive a written copy of the agreement. You do not need to give the supplier a reason for cancelling during this 10-day period.

If the supplier does not make delivery within 30 days after the delivery date specified in this agreement or if the supplier does not begin performance of his, her or its obligations within 30 days after the start date specified in this agreement, you may cancel this agreement at any time before delivery or commencement of performance. You lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery or authorize commencement of performance.

If the delivery date or start date is not specified in this agreement and the supplier does not deliver or commence performance within 30 days after the date this agreement is entered into, you may cancel this agreement at any time before delivery or commencement of performance. You lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery or authorize commencement of performance.

In addition, there are other grounds that allow you to cancel this agreement. You may also have other rights, duties and remedies at law. For more information, you may contact the Ministry of Consumer and Business Services.

To cancel this agreement, you must give notice of cancellation to the supplier, at the address set out in the agreement, by any means that allows you to prove the date on which you gave notice. If no address is set out in the agreement, use any address of the supplier that is on record with the Government of Ontario or the Government of Canada or is known by you.

If you cancel this agreement, the supplier has fifteen (15) days to refund any payment you have made and return to you all goods delivered under a trade-in arrangement (or refund an amount equal to the trade-in allowance).

However, if you cancel this agreement after having solicited the goods or services from the supplier and having requested that delivery be made or performance be commenced within ten (10) days after the date this agreement is entered into, the supplier is entitled to reasonable compensation for the goods and services that you received before the earlier of the 11th day after the date this agreement was entered into and the date on which you gave notice of cancellation to the supplier, except goods that can be repossessed by or returned to the supplier.