Terms and Conditions -

BSG Terms and Conditions 

For any Quote signed prior to September 19, 2024 please refer to the previous iteration of BSG’s Terms and Conditions accessible at https://www.businesssherpagroup.com/download/sales-bsg-terms-and-conditions-prior-to-sept-19-2024/?tmstv=1726762494 

The following applies to all Quotes signed as of September 19, 2024 and onwards:

By executing a Quote for Services, you have entered into a legally binding contract with Business Sherpa Group Inc. (“BSG”), an organisation incorporated under the federal laws of Canada, and you are agreeing, individually and/or on behalf of the company/entity you represent (“you”), to be bound by this Agreement. In the event of a conflict between the terms of this Agreement and the Quote, the terms of the Quote shall take precedent.

If you are executing an applicable Quote on behalf of a business, corporation, government agency, university, or other entity or organisation (“Entity”), you represent and warrant that you: (i) have the authority to legally bind such Entity; and (ii) that you are duly authorized to enter into the Agreement on behalf such Entity. In that event, all references to “Client” and “you” in the Agreement shall be a reference to either (1) you as an individual (if signing on your own behalf); or (2) the Entity on whose behalf you are purchasing the Services.

Definitions.

“Agreement” means these terms and conditions, the Quote (if it modifies these terms and conditions), and all referenced documents within an applicable Quote that combine to form the entire agreement between the Parties.

“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the Parties or the subject matter of the Agreement.

“Assigned Personnel” means the BSG Personnel indicated in the Quote or assigned by BSG to provide the Services from time to time.

“BSG Personnel” means any individual who is employed by, contracted with, or acting as an agent on behalf of Business Sherpa Group Inc. (BSG) in the provision of Services under this Agreement. This includes full-time and part-time employees, independent contractors, consultants, and agents who are engaged by BSG to perform any part of the Services described in the applicable Quote.

“Client” means the client identified within the applicable Quote that is purchasing the Services identified therein.

“Confidential Information” means all non-public business, technical and financial information of the Parties, and all other information that is (i) clearly marked “confidential,”; (ii), given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential; or (iii) if disclosed orally, all information that is designated orally as “confidential,” or is otherwise designated as confidential, at the time of disclosure or within a reasonable period of time thereafter.

“Intellectual Property Rights” or “Intellectual Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, tradename, trade secret, database protection, industrial design, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Party” or “Parties” means either you or BSG, or a combination of both.

“Quote” means the purchasing document generated by BSG to purchase the Services that are executed by the Parties from time to time, specifying, among other things, a description of the Services purchased by you and the pricing terms applicable thereto. Quotes may also be referred to as order forms, statements of work, work orders, or other similar terms.

“Services” means any and all services provided by BSG (including services partially or wholly rendered through the use of third-party service providers) to you as described in an applicable Quote.

“Subcontractor” An individual or entity hired by BSG to complete services rendered, excluding services provided through the use of platforms as further described in section 2.5.

“User” or “Authorized User” means any individual that is not BSG or the Client that uses or has been authorised to use the Services by either the Client or BSG.

1. Quotes.

1.1. All Services provided by BSG to you shall be implemented through individual Quotes. All such Quotes will incorporate this Agreement, unless the Quote explicitly states otherwise. Other than as provided under this Agreement, both Parties expressly agree that the Agreement, including the relevant Quote cannot be amended, supplemented or varied by any terms and conditions contained in or provided with any Client transaction document (for example, a Client purchase order) or any other communication between the Parties, regardless of what would otherwise be the outcome under applicable law (including the common law and any statutes or pieces of legislation (for example, the Uniform Commercial Code)) or rules of construction (for example, later-in-time, general vs. specific). Each Party expressly rejects any such different or additional terms or conditions and agrees that any such terms shall be void an of no force or effect (excluding the Quote).

1.2. Order of Precedence. Unless otherwise specifically stated in an applicable Quote, if there is any conflict between this Agreement, a Quote, and any other documents attached hereto, the terms of the Quote will control, but only with respect to that particular Quote.

2. Delivery of Services.

2.1. BSG’s Personnel. To the extent BSG provides Services using BSG Personnel, BSG shall be responsible to ensure that all BSG Personnel or Assigned Personnel have adequate training and possess the skills necessary to provide the Services.

2.2. Assigned Personnel. You understand and agree that the provision of the Services may require a close relationship with the Assigned Personnel, and the poaching of such personnel shall cause immediate harm to BSG in the provision of services to other clients. In the event you wish to engage any Assigned Personnel, regardless of the employment classification, on either a permanent, temporary or consulting basis within twelve months after the last day of the Services, you agree to provide 30 days of notice to BSG and pay a conversion fee. The conversion fee, due once the Assigned Personnel accept such engagement, will equal the greater of (a) 35% of such Assigned Personnel’s aggregate annual compensation (including bonuses or perks); or (b) the past 12 months of fees (or the annualized equivalent if work was only performed over a partial year) paid by you for the Assigned Personnel’s work. The conversion fee will be owed and invoiced upon the Client hiring of such Assigned Personnel and payment is due upon receipt of invoice.

2.3. Independent Contractor. The relationship between you and BSG is, for all purposes, one of independent contractors and nothing in the Agreement will constitute or create any partnership, joint venture, master-servant, employer-employee, principal-agent or any other relationship apart from that expressly stated in the Agreement. BSG acknowledges and agrees that it has no authority to and will not exercise or purport to exercise or hold itself out as having any authority to enter or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of you.

2.4. Subcontractors. You understand that BSG may use Subcontractors in order to carry out the Services on BSG’s behalf. BSG ensures that all Subcontractors are bound by the Data protection laws and regulations relevant to the jurisdiction in which they operate. BSG is responsible for the actions of the Subcontractors who provide Services on behalf of BSG and only have access to information necessary to perform the Services. By agreeing to the terms and conditions herein this Agreement you agree and consent to the involvement of Subcontractors in the delivery of Services.

2.5. Platforms. We may deliver our Services through the use of third party platforms. These platforms may have separate login accounts that require you to agree to their terms and conditions that are separate to the terms set herein this Agreement. You are responsible for reading and understanding terms and conditions of any and all third-party platforms used to provide the Services.

3. Fees and Expenses.

3.1. BSG’s Fees. The Client hereby agrees to pay BSG at a rate as further specified in the Quote (the “Fee”). You shall pay the Fee to BSG upon receipt of an invoice.

3.2. Fee Increases. BSG may increase the Fee of a Quote at any time, and the increase shall take effect at the later of (a) the end of the term of the Quote; or (b) 60 days after receipt of such notice to the email address in the quote or such address you may indicate for notifications. For example, BSG may increase its hourly rates at any time, and it shall commence 60 days after notification or at the end of the term if the quote provides for the services to continue at BSG’s regular hourly rates.

3.3. Late Payments. Any amounts not paid by Client when due to BSG shall be subject to interest charges at the rate of 1.5% per month on any amount outstanding after 30 days, or the highest interest rate allowable by law (whichever is less), payable monthly.

3.4. Expenses. You shall reimburse BSG for all reasonable and approved expenses incurred on behalf of you during the performance of the Services in each Quote. Such expenses may include but are not limited to: travel and accommodations if requested by you for BSG personnel to travel outside of the city in which BSG personnel reside; parking expenses and if BSG personnel are required to be on site on a regular basis over an extended period of time; social media job postings and fee-based business tools, systems or networking connections.

3.5. Pre-Authorized Debits. Some third-party applications through BSG may require pre-authorized payments to continue to use and facilitate services. You are responsible for reviewing terms and conditions of PAD where is necessary and maintaining and updating PAAD information to accommodate payments.

3.6. Taxes. BSG shall charge such taxes as required by law. BSG shall be responsible to withhold and remit any deductions for income taxes, levies, health benefits, workers compensation or insurance, disability benefits, employment insurance or contributions imposed by any authority in respect of both the remuneration paid under the Agreement and the work incidental thereto, and the remuneration paid by BSG to any employees, contractors and agents of BSG.

4. Term And Termination.

4.1. Term. The Agreement between the Parties shall be deemed to have come into force and effect on the Effective Date and shall terminate (a) as indicated in the Quote, or; (b) continue indefinitely until terminated in accordance with this Agreement.

4.2. Termination. Either Party may terminate this Agreement with thirty (30) days written notice delivered to the other Party.

4.3. Effect of Termination. Upon termination forany reason whatsoever BSG shall deliver to you (or destroy at the Client’s request) all Client property or Confidential Information in the control of BSG. Upon termination, services with a subscription term (annual subscription, monthly subscription, etc), BSG shall not be required to refund any fees for the term. For all other Services, you shall be responsible for all Fees up to the date of termination, and BSG shall invoice you according to BSG’s regular progresses.

5. Confidential Information.

5.1. Confidentiality. Throughout the Term, the Parties acknowledge that Confidential Information may be disclosed to each other. The Recipient agrees that it will hold in confidence the Confidential Information disclosed by the Discloser. The Recipient will exercise reasonable care to protect the Discloser’s Confidential Information from unauthorized disclosure, which care will in no event be less than the Recipient takes to protect its own Confidential Information of a like nature. The Recipient may disclose Confidential Information only to its employees or agents who need to know such information for purposes of the Agreement, and will inform such employees and agents, by way of policy and agreement, that they are bound by obligations of confidentiality. The Recipient’s duty to hold confidential information in confidence expires 5 years after its return or destruction. The expiration of the duty of confidentiality will not modify other restrictions on the Recipient, including, for example, any restrictions under patent or copyright laws. Confidential Information will not include information that:

(i) was rightfully in the Recipient’s possession before receipt from the Discloser;
(ii) is or becomes a matter of public knowledge through no wrongful act of the Recipient;
(iii) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party;
(iv)is independently developed by the Recipient;
(v) is disclosed under operation of law (provided, that before disclosing any Confidential Information under a court order or operation of law, the Recipient will provide the Discloser reasonable notice of such order or law and provide the Discloser an opportunity to object to or limit such disclosure); or
(vi) is disclosed by the Recipient with the Discloser’s prior written approval

6. Intellectual Property.

6.1. Client Intellectual Property. Upon full payment by the Client, all Work Product (herein defined as any document, or other deliverable that may be prepared and provided by BSG to you resulting from the Services under the terms of this Agreement and any Quote as applicable) related to such payment shall become the exclusive property of the Client. Any materials provided by the Client (“Client Materials”) remain the property of you, however you shall provide a limited, non-exclusive, non-assignable, and non-sublicensable license to BSG to use the Client Materials for the sole purpose of delivery of the Services and Work Product under the terms of the Agreement.

6.2. BSG Intellectual Property. Any unique process, pre-existing formats, designs, templates, and other Intellectual Property developed by BSG prior to or outside the scope of this Agreement (“BSG Background IP”) shall remain the exclusive property of BSG. You agree that all rights, title, and interest in and to all BSG Background IP will remain with BSG. Unless otherwise specified in the Agreement, ownership of and title in and to all BSG Background IP, and all derivative works based on BSG Background IP will remain with BSG. You acquire only the right to use the BSG Background IP, during the term of the Agreement, as provided by BSG in connection with the Services; provided, however, that in the event any deliverable provided to the Client pursuant to the Agreement contains BSG Background IP, the Client shall have a perpetual, non-exclusive, non-transferable, royalty-free license to use such BSG Background IP in accordance with the Agreement.

6.3. IP Assignment. Subject to BSG Background IP Assignment and other BSG Intellectual Property Rights, BSG agrees, and will cause its personnel and subcontractors to agree that all Work Products prepared by BSG within the scope of the Services and paid for by you pursuant to an applicable Quote shall be considered a “work made for hire” to the extent permitted by Applicable Law.

7. Mutual Representations and Warranties.

Each Party represents and warrants that such Party (i) has the legal power and authority to enter into and be bound by the terms of the Agreement and Quotes, and (ii) is not infringing any third-party rights or breaching any third-party agreements by entering into the Agreement or receiving or providing (as appliable) the Services.

8. Disclaimer.

8.1. Client acknowledges that the Agreement is being entered into with BSG to bring BSG’s business experience to provide guidance to you. BSG does not provide financial, business, accounting, tax or legal advice, and BSG’s personnel are not professionally licensed to provide such information to you.

8.2. Client shall be responsible for consulting their own tax, legal, accounting, financial, or other professionals or advisors for any such advice. The information presented through BSG’s services is intended to be used by you to guide decisions and does not purport to be, nor should it be construed as, specific advice tailored to any individual or corporation.

CLIENT’S USE OF BSG’S SERVICES IS AT CLIENT’S OWN RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. BSG DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BSG DOES NOT PROMISE OR GUARANTEE ANY OUTCOME OR PARTICULAR RESULT FROM CLIENT’S USE OF THE SERVICES, AND CLIENT HEREBY WAIVES ANY AND ALL CLAIMS AND BSG ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE SERVICES PROVIDED.

9. Indemnification.

9.1. BSG agrees to indemnify, defend and hold harmless the Client, its officers, directors, employees, contractors and agents from: (i) BSG’s failure to remit or otherwise pay any taxes, assessments, penalties, interest or other amounts owed by BSG (including reasonable legal fees) under the Income Tax Act (Canada), the Employment Insurance Act (Canada), the Workplace Safety and Insurance Act (Ontario) or any other similar statute of Canada or a province of territory thereof, that may arise in consequence of Client making payments to BSG under this Agreement; and (ii) any claims brought by a third party that arise out of or relate to BSG’s gross negligence, recklessness, or wilful misconduct in its performance of Services hereunder.

9.2. Client will indemnify, defend and hold harmless BSG against any claim, demand, suit or proceeding (including reasonable legal fees) made or brought against BSG by a third party arising from: (i) the relationship between Assigned Personnel and Client, including any determination of an employment or other similar relationship; (ii) misconduct, recklessness or gross negligence by Client; (iii) breach of Client’s own policies pertaining to third parties, including Assigned Personnel, or as required by applicable law; or (iv) Failed Transaction Fee(s) arising from Client’s use of PAD.
If a claim arises requiring indemnification under this Agreement, the Party seeking indemnification agrees to: (i) provide written notice to the indemnifying Party as soon as becoming aware of the claim; (ii) allow the indemnifying party to take full responsibility for investigating, preparing for and defending against the claim. The indemnifying Party cannot settle the claim if it involves an admission of liability without seeking Party’s prior written consent; (iii) reasonably assist the indemnifying Party, at the indemnifying Party’s expense, in investigating, preparing for, and defending against the claim; and (iv) Not settle the claim without the indemnifying Party’s prior written consent, which should not be unreasonably withheld or delayed if the settlement requires it to take any action or refrain from taking action.

10. Limitation of Liability.

In no event will either Party be liable for any incidental, special or consequential damages of any kind or nature howsoever occurring. Except for claims subject to indemnification under Section 9 and claims for breach of a Party’s confidentiality obligations, under no circumstances will damages assessed against a Party for any reason whatsoever exceed the total aggregate fees actually paid by and due from Client under the applicable Quote in the twelve months preceding the event which resulted in the claim.

11. General.

11.1 . Entire Agreement. This Agreement is the entire agreement between the Parties in connection with the provision of Services by BSG and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express or implied between the Parties other than expressly set forth in the Agreement. No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Party hereto to be bound thereby. No waiver of any other provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall the waiver constitute a continuing waiver unless otherwise expressly provided.

11.2 . Notwithstanding the foregoing, any portions of the Agreement referenced via hyperlink (including these terms and conditions) may be amended by BSG from time to time, provided that (i) notice of such amendments is given to you; and (ii) BSG will not materially decrease its obligations hereunder.

11.3 . Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign the Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets, provided that the assigning Party provides the non-assigning Party with notice of such assignment at least thirty (30) days following the closing of any such transaction. If such assignment is not acceptable to the non-assigning Party, such Party may terminate the Agreement for convenience. Any attempt by a Party to assign its rights or obligations under the Agreement in breach of this section shall be void an of no effect. Subject to the foregoing, the Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

11.4 . No failure on the part of a Party to exercise any right or remedy in respect of the Agreement will operate as a waiver thereof, unless it is in writing and signed by both Parties. Unless expressly provided for therein, such waiver will not limit or affect the rights of waiving Party with respect to any other or subsequent breach of the same or any other provision. No single or partial exercise of any right or remedy in respect of the Agreement will preclude any other or further exercise thereof or the exercise of any rights or remedy at law in equity or by statute or otherwise conferred.

11.5 . All notices required or permitted under the Agreement must be delivered in writing, if to BSG by emailing admin@businesssherpagroup.com and if to Client by emailing the email address provided by Client in the Quote.

11.6 . Headings are not to be considered part of the Agreement and are included solely for convenience and are not intended to affect the interpretation of the Agreement.

11.7 . The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada in force therein.

11.8 . The invalidity or unenforceability of any provision of the Agreement or any covenant in it shall not affect the validity or enforceability of any other provision or covenant in it and the invalid provision or covenant shall be deemed to be severable.

11.9 . All payments and amounts referred to in this Agreement shall be in Canadian currency unless an alternate currency is specified in a Quote.

11.10 Marketing materials may be shared with Client and will adhere to Canadian Anti-Spam Legislation. Client can update communication preferences or opt out at any time. For more information, please review the Privacy Policy on the BSG website.

11.11 During the Term of the Agreement, Client grants BSG the right to use Client’s logo and name on BSG’s website and promotional materials. Client shall have the right to require BSG to terminate any such uses at any time by written notice.