STANDARD TERMS AND CONDITIONS OF SALE


1. Prevalence and Exclusivity

The client explicitly waives its own standard terms and conditions, even if those were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation or modification to these terms must be expressly agreed to in writing and signed by an authorized officer of eSano Communications Inc.

2. Payment Terms, Interest, and Suspension

  • Standard Terms: All invoices are payable within twenty-one (21) calendar days from the invoice date, unless an alternative payment schedule is explicitly stated on the face of the invoice or the approved Insertion Order/Statement of Work (SOW).
  • Late Payment Interest: In the event of non-payment by the due date, eSano Communications Inc. reserves the right to charge interest on all overdue balances at a rate of 10% per annum, calculated monthly from the due date until paid in full.
  • Suspension of Services: eSano Communications Inc. is authorized to immediately suspend or terminate any active campaigns, call routing, or provision of services without prior warning or liability if any invoice remains unpaid past its due date.

3. Collection and Legal Costs

If an invoice remains outstanding more than sixty (60) days after the due date, eSano Communications Inc. reserves the right to refer the account to a third-party debt recovery agency or legal counsel. The client agrees to indemnify eSano Communications Inc. for all collection costs, reasonable legal fees, and court disbursements incurred on a full indemnity basis.

4. Taxes and Gross-Up

The fees listed in any contract or quote do not include applicable taxes (such as HST) or regulatory fees. All payments due to eSano Communications Inc. shall be made in full, without any set-off, counterclaim, or deduction. If the client is required by local or foreign legislation to make any withholding or deduction at source, the client shall "gross-up" the payment so that eSano Communications Inc. receives the full net amount stated on the invoice.

5. Nature of Obligations and Limitation of Liability

  • Best Efforts Only: eSano Communications Inc. undertakes to exercise professional diligence to supply call center services (including but not limited to private sale invitations, ad hoc service campaigns, lead management, and CSI calls) within agreed timeframes. However, all obligations are strictly obligations of means ("best efforts"), and under no circumstances shall any obligation be construed as an obligation to achieve specific sales quotas, event attendance numbers, or performance results.
  • Third-Party Claims: eSano Communications Inc. acts strictly as an independent contractor for the client. Under no circumstances shall eSano Communications Inc. be required by the client to appear as a co-defendant or third party in any claim, regulatory inquiry, or lawsuit filed against the dealership/client by an end-consumer, vehicle manufacturer, or third party.
  • Cap on Liability: To the maximum extent permitted by law, the total cumulative liability of eSano Communications Inc. for any breach, negligence, or error arising out of the services shall be strictly limited to the total amount actually paid by the client to eSano Communications Inc. for the specific campaign giving rise to the claim.

6. Client Data, Compliance, and Indemnification

  • Data Integrity and Consent: The client acknowledges that it is the sole data controller of all customer lists, phone numbers, and lead data provided to eSano Communications Inc. The client warrants that all lists provided comply strictly with the Personal Information Protection and Electronic Documents Act (PIPEDA), the Canadian Anti-Spam Legislation (CASL), and National Do Not Call List (DNCL) rules. The client affirms that all individuals on said lists have given valid express consent to be contacted for marketing or service purposes.
  • Regulatory Compliance: The client assumes all liability for ensuring that any private sale events or campaigns comply with provincial automotive advertising regulations (such as the Ontario Motor Vehicle Industry Council - OMVIC guidelines).
  • Indemnification: The client agrees to defend, indemnify, and hold harmless eSano Communications Inc. from any fines, penalties, damages, or legal costs resulting from a breach of this section, including consumer complaints or regulatory actions regarding unsolicited communications.

7. Notice of Claims

In order to be admissible, eSano Communications Inc. must be notified of any dispute, service deficiency, or claim regarding a campaign by means of a written notice delivered via registered mail to its registered corporate office within eight (8) business days of the conclusion of the specific campaign or the provision of the disputed service. Failure to notify within this timeframe constitutes absolute waiver of the claim.

8. Governing Law and Jurisdiction

All contractual relations, orders, and disputes between the parties shall be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts located in Ottawa, Ontario.