The Agreement shall commence as of the date on the Agreement and shall remain in effect until termination by the Merchant or Company. All Company assets are to be returned in good working order, including, but not limited to racks, cards, and terminal equipment within 30 days of termination.
The Company may terminate this Agreement immediately or suspend performance here under upon the occurrence of i) an event of default or in the event any PAD debit “bounces” due to insufficient funds or Merchant intervention ii) in the event The Company determines it is necessary in order to protect The Company’s business or good name iii) Merchant fails to achieve minimum sales targets as set from time to time by The Company iv) Merchant is in breach of any other provision of this Agreement and fails to remedy such breach within seven (7) days after receiving notice from The Company of such breach.
Upon termination, Merchant shall cease selling the products and return to The Company all equipment and supplies, return all Point of Presence Materials, and pay all sums due under this Agreement. If Merchant fails to do so in a timely fashion, The Company shall be entitled to charge the Merchant for any equipment or displays not returned or returned in a damaged state.
During the term of this Agreement, The Company shall:
During the term of this Agreement, the Merchant shall:
The Merchant hereby authorizes The Company or its authorized third party to originate a Pre Authorized Debit (“PAD”) to the Merchant’s account, as provided by the Merchant for all obligations of the Merchant under this Agreement. In the event that The Company incurs any charges due to the failure of a PAD debit to properly process or in the event that the Merchant does not have sufficient funds in its account to permit the PAD debit to go through, the Merchant shall immediately, upon demand, reimburse The Company for all such charges and expenses incurred together with a $35.00 administrative fee. Notwithstanding the foregoing, the failure of a PAD debit to properly post to the Merchant’s account shall entitle The Company to immediately suspend service or terminate this Agreement. If there is any discrepancy between the POS terminal transaction reports and the transaction reports generated by the Server, the Server reports shall be considered correct and accurate.
The Company reserves the right from time to time to:
however that The Company shall not so significantly exercise such right in connection with the products and/or services so as to negatively impact the ability of the Merchant to sell the products.
The company maintains ownership of all hardware and software and reserves the right to remove the equipment at any time.
The Parties represent and warrant to each other as follows:
The Merchant will indemnify, defend and save harmless The Company, its officers, directors, agents, servants and sub-licensees against any claims, losses or damages resulting from the Merchant’s breach of any representations, warrants or covenants contained in this Agreement.
In no event shall The Company be liable to the Merchant or to any other person or entity for any claims, actions, loss or damage including, without limitation, loss of revenue or profit or savings, lost or damaged data, or other commercial or economic loss or any indirect or incidental, special or consequential damages whatsoever even if The Company has been advised of the possibility of such damages. Notwithstanding anything else in this Agreement, The Company’s maximum aggregate liability for any cause whatsoever related to this Agreement shall not exceed the aggregate amount of the Commissions earned by the Merchant in the twelve (12) months prior to the claim.
This Agreement shall be made and construed in accordance with the laws of the Province of Ontario and the courts of that province shall have exclusive jurisdiction to entertain any action or settle any dispute arising from this Agreement.
The Merchant shall not be permitted to assign its rights in this Agreement to any other person or party without the prior written consent of The Company having been obtained. The Company shall be permitted to assign its rights in this Agreement to any other person or party without prior written notice to The Merchant. No modification or amendment to this Agreement shall be valid or effective unless set forth in writing.
Last updated on October 28, 2015