1) General Terms and Conditions
These General Terms and Conditions govern the purchase of Goods and/or Services from Rivercity Innovations Ltd. (hereinafter referred to as the “Supplier” or “Seller”). Terms used in these General Terms and Conditions are defined below. These General Terms and Conditions for the Sale of Products are supplemental to, and in addition to, those shown in the Proposed Pricing (the “Subscription Price List”), as modified from time to time.
(a) These terms and conditions of sale (these “Terms”) are the sole terms governing the sale of products (“Products”) by Seller to the purchaser of the Products (“Purchaser”). In case of any conflict between these Terms and a written contract signed by both parties, the latter will prevail.
(b) The Price List, together with any accompanying quotation, confirmation of sale, or invoice (collectively the “Sales Confirmation”) and these Terms (collectively the “Agreement”) constitute the entire agreement between the parties (unless otherwise agreed in writing), superseding all prior or contemporaneous communications, whether written or oral. These Terms take precedence over any terms the Purchaser may submit in a purchase order. Fulfillment of Purchaser’s order does not signify acceptance of any of Purchaser’s conflicting terms or conditions.
2) Delivery of Products
(a) Products will be delivered within a reasonable timeframe following receipt of Purchaser’s order, subject to availability. The delivery date in the Sales Confirmation is an estimate, and Seller will use reasonable efforts to meet the proposed time but cannot guarantee exact delivery dates, and is not liable for any delays in transit. However, any liability for loss or damage during transit will fall on the Seller, who will replace any lost or damaged Products.
(b) Unless otherwise agreed in writing, Seller will deliver the Products to Purchaser’s specified facility (“Delivery Point”) using Seller’s standard packaging and shipping methods. Once delivered, risk of loss and responsibility for the Products will transfer to the Purchaser.
3) Non-Delivery
(a) The quantity of Products recorded by the Seller upon dispatch is considered final, unless the Purchaser provides contrary evidence.
(b) Seller shall not be held responsible for non-delivery of Products unless Purchaser provides written notice of non-delivery within ten (10) days of the expected delivery date.
(c) If non-delivery is confirmed, Seller’s liability is limited to replacing the Products or adjusting the invoice to reflect the correct quantity delivered.
(d) The remedies provided in this section are the sole remedies available for the delivery of nonconforming Products.
4) Shipping Terms
Seller will ship directly to the specified deployment or service utilization locations.
5) Purchaser’s Acts or Omissions
If the Seller’s performance of its obligations is delayed or prevented due to Purchaser’s acts or omissions (including third parties engaged by Purchaser), Seller will not be considered in breach of its obligations and will not be responsible for any costs incurred by Purchaser as a result.
6) Inspection and Rejection of Nonconforming Products
(a) Purchaser must inspect the Products within ten (10) days of receipt (“Inspection Period”). The Products are deemed accepted unless Purchaser notifies Seller of any issues during the Inspection Period, providing necessary documentation. Returns must include the original invoice number and date.
(b) If the Seller agrees that the Products are nonconforming, they will either replace or refund the cost of the Products, including reasonable shipping costs incurred by Purchaser. Purchaser must return the nonconforming Products to Seller’s facility at 201-116 Research Drive, Saskatoon, SK, S7N 3R3. Replacement Product will be shipped at Seller’s expense to the Delivery Point unless otherwise specified by Purchaser.
7) Pricing
(a) Purchaser will purchase Products at the applicable prices listed on the Price List, or as quoted by Seller for unlisted Products.
(b) All prices are exclusive of applicable taxes, duties, and other charges, which are the responsibility of Purchaser unless stated otherwise.
8) Payment Terms
(a) A 25% prepayment is required upon contract acceptance. Full payment is due within thirty (30) days following installation.
(b) Seller reserves the right to suspend delivery, installation, or service if Purchaser fails to make timely payments.
(c) Purchaser is not permitted to withhold payment due to disputes, breaches, or other issues.
9) Limited Warranty
(a) Seller warrants that Products will materially conform to published specifications for twelve (12) months from the shipment date (“1-year Manufacturer’s Warranty Period”, unless otherwise specified in your Pricing Option).
(b) Warranty claims must be made in writing within ten (10) days of discovering the defect. The Products must be made available for inspection by Seller, and, if required, returned to Seller’s facility at Seller’s cost.
(c) Seller will not be liable for defects arising from Purchaser’s failure to follow written or oral instructions regarding the storage, installation, commissioning, use, maintenance, or unauthorized modifications by Purchaser.
(d) During the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products. No claim for labor, freight or other damages will be allowed, and Seller is not liable for any such claim.
(e) The remedies provided under this warranty are Purchaser’s sole remedies for defective Products. Oral or written statements by Seller’s employees or agents, including via email, do not constitute warranties, shall not be relied upon by Purchaser, and are not part of this agreement of sale.
10) Limitation of Liability
(a) in no event shall seller be liable to purchaser or any third party for any labor charges, equipment charges, loss of use, revenue or profit or loss of data or diminution in value, or for any indirect, incidental, consequential, special, exemplary, liquidated or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not seller has been advised of the possibility of its essential purpose. (b) in no event shall seller’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the lesser of (i) the unused total of the amounts paid to seller for the products sold hereunder or, (ii) the amount recovered from any insurance of such damages, notwithstanding the failure of any agreed or other remedy policies maintained by the seller applicable to such claim.
11) Termination
Either party may terminate the Agreement with written notice if the other party materially fails to perform any obligations under these Terms and Conditions or files a petition for bankruptcy or becomes insolvent, or has proceedings commenced against it relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
12) Waiver
Failure to enforce any part of this Agreement does not constitute a waiver of rights.
13) Force Majeure
Seller shall not be liable or responsible to Purchaser, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller. Such acts or circumstances would include, without limitation, acts of God, natural disaster, governmental actions, hostilities or civil unrest, epidemic, labor disputes (whether or not relating to either party’s workforce), restraints, delays or the inability in obtaining or delivering supplies, telecommunication breakdown or power outage.
14) Service & Support
The Seller shall support the Purchaser and work closely with Purchaser’s IT department for the contract duration, with equipment, deployment, orientation, and in defining features that are pertinent to the SaaS functionality of the “Temperature Monitoring Dashboard”. A dedicated employee, phone number, email address, and a Seller’s support point of contact will be made available for technical issues throughout the duration of SaaS subscription.
Post installation service and support unless otherwise specified by contract, will be provided during Purchaser’s standard business hours. In cases where service exceeds eight (8) hours in a 24-hour period, additional charges may apply at $80/hour.
The Seller will also ensure no-cost replacement for undamaged equipment due to product faults or upgrades instituted by Seller.
SaaS Service Availability and Support Levels
(a) Uptime Commitment:
Seller shall use commercially reasonable efforts to ensure that the SaaS services provided under this Agreement are available at least [99.9%] of the time in any given calendar month, excluding scheduled maintenance or any downtime caused by circumstances beyond Seller’s control, such as force majeure events, third-party service failures, or internet disruptions (“Uptime Commitment”).
(b) Scheduled Maintenance:
Seller will perform routine maintenance and updates to ensure the optimal operation of the services. Scheduled maintenance periods will typically occur outside of peak usage times, between [time range], and Seller will provide the Customer with at least [X] hours/days notice prior to any scheduled downtime.
(c) Standard Operating Hours:
Seller will provide customer support and service level monitoring during the following standard operating hours: [Insert Standard Operating Hours, e.g., 8:00 AM – 5:00 PM, Monday through Friday, excluding public holidays in Central TIme zone]. During these hours, Seller will respond to support inquiries, incidents, and service requests in accordance with the response times specified in Section (d).
(d) Response Times:
Seller shall adhere to the following response times based on the severity of the issue:
Critical Issues (Severity 1): Any issue that results in a complete outage of the service or a failure preventing all users from accessing the system or key functionality. Response time: within 1 hour during standard operating hours. Resolution or workaround provided within 4 hours.
Major Issues (Severity 2): Any issue where substantial functionality is impacted but the system remains operational with limited capabilities. Response time: within 2 hours during standard operating hours. Resolution or workaround provided within 8 hours.
Minor Issues (Severity 3): Any issue that impacts non-essential functions or causes minor inconvenience but does not affect overall system operation. Response time: within 4 hours during standard operating hours. Resolution provided within 3 business days.
General Inquiries or Requests (Severity 4): Any non-urgent issue or general inquiry regarding the service (e.g., user questions, feature requests). Response time: within 1 business day.
(e) Emergency Support:
For emergencies occurring outside of standard operating hours, Seller will provide a 24/7 emergency support line or contact email. Response time for Critical Issues (Severity 1) will be within 3 hours outside of operating hours.
(f) Remedies for Downtime:
If Seller fails to meet the Uptime Commitment in any given calendar month, the Customer may be eligible to receive a service credit equal to a pro-rated amount of the fees for the period of the downtime, upon written request. Service credits will not be issued for downtime caused by force majeure events or reasons outside Seller’s control.
15) Data Rights and Usage
(a) Ownership of Data: The parties acknowledge that all data inputted into the Seller’s platform by or on behalf of the Purchaser (“Customer Data”) remains the property of the Purchaser. Seller acknowledges that it obtains no ownership rights in the Customer Data.
(b) Anonymized Data Use: Notwithstanding the foregoing, the Purchaser grants Seller the right to aggregate and anonymize Customer Data, such that the data is stripped of all personal identifiers and cannot be associated with or re-identified to any individual or entity (“Anonymized Data”). Seller may use, analyze, and share Anonymized Data for purposes of improving its services, performing analytics, developing new products and services, and for other business purposes, provided that such Anonymized Data cannot be traced back to the Purchaser.
(c) Data Privacy: Seller will comply with all applicable data protection and privacy laws in its collection, use, and storage of Customer Data, including any required steps to anonymize the data before its use under Section (b). Seller will ensure that the anonymization process is sufficient to prevent any re-identification of the data.
(d) Confidentiality: All Customer Data whether anonymized or not, will be treated as confidential information and Seller will take such reasonable care in protecting such data as it would its own confidential information.
