Express Internet Technologies Inc. (“ExpressITech”) provides an array of products and services (referred to collectively as the “Services”) relating to internet-based reservation systems, web page design and hosting, internet marketing, and other internet-related business needs. The person or entity (the “Client”) agreeing to be bound by these Standard Service Terms and Conditions (the “T&C”) may choose which of those Services the Client wishes to have ExpressITech provide, and any Service(s) provided in conjunction with entry into the T&C will be governed by the T&C.
Such provision of any Service will also be governed by an additional statement of work (an “SoW”), which will contain the technical, cost, timeline, and/or other details specific to provision that Service, and may include additional legal terms. If you subsequently acquire additional Services from ExpressITech, you will again be required to agree to ExpressITech’s then-standard version of the T&C, but this version of the T&C will remain applicable to the Service(s) you acquire in conjunction with agreeing to this version of the T&C.
2. ExpressITech Services.
2.1. ExpressITech to Provide Services. ExpressITech will perform for and provide to Client all Services described in any and all SOWs subsequently entered, on the terms provided in the T&C and the relevant SOW.
3. Client Obligations, Representations and Warranties.
3.1. Provision of Material. Client will provide to ExpressITech all material, information, assistance, and access reasonably requested by ExpressITech in order to permit performance/provision of the Services, and any delay by Client in providing any such material, information, assistance or access will automatically extend the time permitted for ExpressITech to perform/provide the relevant Services by the amount of such delay.
3.2. Client Representations, Warranties and Covenants. Client represents, warrants and covenants to and with ExpressITech that any and all material and information provided by Client to or through ExpressITech will be true, accurate, and complete, will not infringe upon any intellectual property rights of any other party; and will be in conformity with all applicable laws, including without limitation laws relating to decency, human rights, anti-trust issues, and honesty in advertising. While ExpressITech has the right to review any information or material provided or entered by Client, ExpressITech has no obligation to do so and whether or not any such review occurs, Client will remain entirely liable for any breach of any of the above representations, warranties and covenants.
3.3. Intellectual Property Ownership by Client. Client will be the owner of all material provided by Client to ExpressITech, and ExpressITech will obtain no ownership rights therein, provided that Client hereby grants to ExpressITech a license to use such material for all purposes reasonably necessary to permit ExpressITech to perform its obligations hereunder and further for the purpose of demonstrating ExpressITech’s capabilities to other parties. Further, Client hereby provides to ExpressITech the perpetual right to use Client’s name(s), logo(s) and/or trade mark(s) for the sole purpose of identifying Client as a client of ExpressITech, where such identification may occur on a web site, in printed material, or otherwise.
3.4. Intellectual Property Ownership by ExpressITech. ExpressITech will, subject to Client’s ownership pursuant to section , be and remain the owner of all right, title and interest in and to all work product generated in the process of providing the Services, and Client will obtain no ownership or other rights therein except that ExpressITech hereby grants to Client a non-transferable, non-exclusive, limited term license to use such work product in the manner reasonably contemplated by both parties upon ExpressITech agreeing to provide the Services resulting in the provision of such work product.
4. Refund Policy.
In consideration of the Revolution Reservation System, Revolution Distribution Network Program(s), Website Hosting, Web Development, Internet Marketing Program(s) and Domain Name services, Customer will pay to ExpressITech all fees due according to the prices and terms listed on the invoice. All sales are final and ExpressITech offers no partial or full refunds of any kind on any purchase, unless meeting the following requirements: the purchase is made for Revolution Reservation System Core or Pro, and the account is cancelled within 30 days of the initial purchase. Only under these conditions will the Customer receive a full refund of their first Monthly Fee only. There are no refunds of the Monthly Fee if the account is cancelled after that 30 day period. ExpressITech offers no partial or full refunds whatsoever on the Setup Fee, the registration or set-up of domain name, or on any other product or service offered by ExpressITech, other than the Monthly Fee for Revolution Reservation System Core and Pro on accounts cancelled within 30 days of the initial purchase.
5. Payment Obligations.
5.1. Invoice Delivery and Payment Terms. Client will pay invoices rendered by ExpressITech, all such invoices due upon receipt and overdue on the 30th day after sending, and accruing interest at a rate of 1.5%/month compounding monthly from the date of becoming overdue. Such invoices will, despite section , be delivered by electronic mail to the address provided by Client in its administrative console.
6. Representations, Warranties, Limitations, Exclusions and Indemnity
6.1. ExpressITech Representations and Warranties. ExpressITech represents and warrants to Client that, except to the extent that the Services incorporate information and material provided by Client or by a third party on behalf or on the instructions of Client, the Services will not incorporate any intellectual property which infringes upon the rights of any other party and ExpressITech will have all rights necessary to provide such material in the form and for the purpose provided.
6.2. Exclusions of Liability. ExpressITech provides all Services on an “as is, as available” basis, and except as expressly indicated otherwise in Section 6.4 ExpressITech hereby expressly disclaims and excludes, to the maximum extent permitted by law, any and all representations, warranties conditions and guarantees of any kind, express or implied, by law (in contract or tort) or custom.
6.3. No Indirect Damages. ExpressITech will not be liable for any indirect, incidental special or consequential damages that may result from any Services provided hereunder, including but not limited to damages arising from use of or access to, or inability to use or access, the site, or from omissions, interruptions, deletion of files, errors, defects, viruses, delays in operation or transmission, or any failure of performance, including without limitation those that result from acts of god, communications failure, theft, destruction, or unauthorized access to ExpressITech’s records, programs or services, or from negligence of ExpressITech or its agents, employees or contractors.
6.4. Limitation of Liability. The aggregate liability of ExpressITech to Client for any and all Services provided, for any and all claims whatsoever, will be an amount equal to the fees actually paid by Client to ExpressITech on account of the billing period during which the first (if any) such claim against ExpressITech arises.
6.5. Indemnity. Client will indemnify and hold ExpressITech, its directors, officers, employees, agents, contractors, representatives, and the successors, assigns, and heirs of any of them (each an “Indemnitee”) harmless from and against any and all liabilities, damages, claims, penalties, fines and expenses (including without limitation legal expenses actually incurred) of any kind or nature whatsoever imposed on, incurred by, or asserted against any Indemnitee in relation to the provision of any Services by ExpressITech, including without limitation those arising as a consequence of any failure or breach on the part of Client to perform or comply with the terms of the T&C or any SOW.
7. Term and Termination.
7.1. Perpetual Agreement. The parties’ respective obligations under the T&C will continue in perpetuity, provided that the obligations of the parties under any particular SOW may be terminated as described in or within the relevant SOW.
7.2. Termination. In addition to termination rights contained in the SOW(s), if any:
7.2.1.Failure to pay – ExpressITech may terminate any SOW(s) without notice if any invoice remains unpaid on the 30th day after delivery;
7.2.2. Conduct - ExpressITech may terminate any SOW(s) if ExpressITech, acting reasonably, believes that Client’s conduct is incompatible with or otherwise may damage the business, reputation or goodwill of ExpressITech;
7.2.3. Material Breach - Either Client or ExpressITech may terminate any SOW(s) upon material breach of the main body of the T&C or the relevant SOW by the other party if such breach has not been corrected to the reasonable satisfaction of the non-breaching party within 10 days of ExpressITech's written notice thereof;
7.2.4. Bankruptcy – Either Client or ExpressITech may terminate any SOW(s) upon the other party becoming bankrupt, insolvent, or having a receiver or receiver-manager appointed.
7.3. Consequences of Termination. Without prejudice to any other rights of ExpressITech, if either party terminates the T&C, Client will, despite any other provision of the T&C or any SOW in relation to payment timing, pay to ExpressITech all amounts outstanding to ExpressITech on or before the effective date of such termination.
8.1. Entire Agreement; Modification. The terms of the T&C (as modified by any SOW) constitute the entire agreement between the parties on the subject matter hereof in relation to Services ordered on conjunction with the Client’s agreement to the T&C, and supersede any other agreement, proposal or communication, whether writtten or oral, between the parties, and there are no representations, warranties or other agreements or understanding effective between the parties regarding the subject matter hereof. The T&C may be modified only by subsequent agreement between the parties reduced to writing and manually signed by both parties, provided that such manual signatures may subsequently be delivered by electronic means.
8.2. Document Precedence. In case of inconsistency or conflict between the main body of the T&C and the terms of any SOW, the terms of the relevant SOW will take precedence and govern.
8.3. No Waiver. No waiver by ExpressITech of any claim of any of its rights or remedies under the T&C will be construed as a novation or waiver of such rights or remedies, and will not serve to modify, alter or restrict ExpressITech’s right to insist on or assert any claim relating to such rights and remedies at any time.
8.4. Governing Law and Venue. The T&C and any SOW are governed by the laws of the province of British Columbia and the laws of Canada applicable therein without reference to principles of conflicts of laws. Client hereby irrevocably submits to the jurisdiction of the courts located in Surrey, New Westminster and Vancouver in the province of British Columbia and the courts of appeal therefrom, and agrees that those courts will have exclusive jurisdiction to hear any and all proceedings relating to the interpretation or enforcement of the T&C and/or any SOW.
8.5. No Assignment. Neither party may assign the T&C or any SOW without the written consent of the other party in that other party’s discretion, except that ExpressITech may, upon notice to Client, transfer or assign the T&C and/or any SOW (a) as part of a transfer by ExpressITech of all or substantially all of the assets used in ExpressITech’s business, whether in the course of a merger, amalgamation, acquisition, or otherwise, or (b) to any affiliate of ExpressITech.
8.6. Force Majeure. Dates or times by which either party is required to perform under the T&C or any SOW excepting the payment of any fees or charges due hereunder will be postponed automatically to the extent that any party is prevented from meeting them by causes (other than financial inability) beyond its reasonable control.
8.7. Notice. Except as expressly provided otherwise in the T&C or any SOW, all notices and requests in connection with the T&C or any SOW will be given in writing sent by overnight courier or facsimile to:
In the case of notice to ExpressITech: Express Internet Technologies Inc.
7 - 15715 34th Avenue
Surrey, BC, CANADA
In the case of notice to the Client: the address and facsimile number for the Client contained in the Client’s administrative console page at the relevant time
(or such other address or facsimile number as ExpressITech provides the Client in accordance with this provision), provided that hardcopy evidence of delivery is retained by the sender. Such notices will be deemed given on the date of delivery as evidenced by courier or written facsimile records unless that is not a business day in the jurisdiction of the recipient, in which case notice is deemed given on the following business day.
If any provision of the T&C is be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the T&C will in no way be affected or impaired thereby.
Headings and subheadings used in the T&C are for convenience only and do not form part of the T&C nor are they relevant to the interpretation of the T&C.