These terms and conditions shall apply to all services performed by SCS and its subcontractors for Customer (the “Services”) pursuant to a verbal or written purchase order, Master Service Agreement, or other work order (the “Contract”).  If a master agreement exists between SCS and Customer, and in the event of a conflict, those terms and conditions shall take precedence.

Rates are subject to change upon thirty (30) days’ written notice by SCS.  Invoices are payable net fifteen days from the date of invoice submission by SCS to Customer without offset, back charge, retention, holdback or withholding of any kind.  Late payments shall be assessed a service charge of 2% per month (24% per annum) and may subject Customer, at SCS’ discretion, to cancellation of Services or the Contract.  In the event that SCS is required to bring legal action to collect on its account, Customer agrees to pay all related fees, including SCS’ legal and attorneys’ fees.

All changes to the Contract must be in writing and approved in advance by SCS.

Customer agrees to pay to SCS in accordance with the 2020 SCS Compensation Schedule, as may be amended from time, unless otherwise agreed in writing.

Services shall be performed in accordance with good industry practice prevailing at the time of the provision of the Services in the location in which they are performed.  CUSTOMER'S SOLE REMEDY FOR NON-CONFORMANCE WITH THIS WARRANTY SHALL BE THE REWORK OF SUCH SERVICES, PROVIDED SCS IS PROMPTLY NOTIFIED IN WRITING OF ANY ALLEGED DEFICIENCY. CORRECTION OF ANY NON-CONFORMANCE PURSUANT TO THIS SECTION 5 SHALL CONSTITUTE COMPLETE FULFILLMENT BY SCS OF ALL LIABILITIES ALLEGED BY CUSTOMER, INCLUDING BUT NOT LIMITED TO, CLAIMS ARISING FROM CONTRACT OF SCS' ALLEGED NEGLIGENCE, GROSS NEGLIGENCE OR TORTIOUS OR WILLFUL MISCONDUCT. EXCEPT TO THE EXTEND EXPRESSLY SET FORTH WITHIN THESE TERMS, SCS MAKES NO, AND EXPRESSLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, WARRANTIES, CONDITIONS, CONVENANTS, GUARANTEES AND/OR ASSURANCES, WHETHER EXPRESS OR IMPLIED.

UNDER NO CIRCUMSTANCE SHALL SCS BE LIABLE TO THE CUSTOMER FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT SEPCIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, REWORK, DELAY OF LOST PROFITS. IN NO EVENT SHALL SCS' LIABILITY TO CUSTOMER EXCEED THE AGGREGATE VALUE OF THE SERVICES PROVIDED PURSUANT TO THE CONTRACT.

If Contract Management services are provided pursuant to a Contract, Customer acknowledges that SCS is not acting as legal counsel and that Customer has the opportunity, and is encouraged, to retain independent counsel for all matters involving legal expertise.

Customer shall keep all information provided by SCS in its performance of the Contract confidential, and shall use it only as reasonably required to realize the benefits of the Contract.  Customer acknowledges that all intellectual property in SCS’ possession, regardless of when it was developed, shall remain the property of SCS and Customer expressly disclaims any and all rights (including moral rights) to such intellectual property.

Neither party shall be liable for any damage or penalty for delay in delivery or for the failure to give notice of delay when such delay is due to a cause which could not have been anticipated and is beyond the reasonable control of the party claiming relief.  The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

The Contract is governed by the laws of the Province of Alberta, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta. In any action brought in relation to the subject matter herein, the party not prevailing in a court of law will pay all costs and expenses, including reasonable attorneys’ fees, incurred in enforcing any terms, covenants and indemnities provided herein.

SCS and Customer are independent contractors.  Where SCS hires subcontractors on behalf of Customer, SCS shall not be responsible for the alleged or actual negligence or misconduct of its subcontractors where Customer has directed their work in any way.

This contract constitutes the final written expression of all agreements between the parties, and supersedes all other agreements and understandings related to the subject matter herein.

No failure or delay by a party in exercising any right, power or privilege shall operate as a waiver hereof.

Should any clause in the Contract become or be found to be illegal or unenforceable for any reason, such provision must first be modified to the extent necessary to make the Contract legal and enforceable and then if necessary, severed from the remainder of the Contract so that it may remain in full force and effect.