Additional Services

Standard Terms & Conditions

1.    This Agreement sets forth the entire agreement between the parties in relation to Services and it supersedes all prior agreements, negotiations or understandings, whether oral or written, with respect to Services. To the extent that any of the provisions of the accompanying letter conflict with these Standard Terms and Conditions, these Standard Terms and Conditions shall prevail. Aspire CFO may modify the terms and conditions pursuant to this agreement with one (1) month’s notice after such changes have been posted on the Aspire CFO website. You have the right to terminate in writing this agreement if the terms are materially changed. Use of the Services after a change of these Standard Terms and Conditions has come into force constitutes acceptance of such changed terms.

2.    In this Agreement, the following words and expressions have the meanings set out below:

This Agreement – these Standard Terms and Conditions, the letter to which they are attached, and any supporting schedules or other appendices to the letter

Services – the services provided or to be provided under this Agreement

Confidential Information - information that contains identifying features that can be attributed to you or individual personnel.

We, us, our, Aspire CFO – refer to Aspire CFO Services Professional Corporation

You, your – the party or parties contracting with Aspire CFO under this Agreement, including the party’s or parties’ management and those charged with corporate governance.

3.    We will use reasonable efforts to complete, within any agreed-upon time frame, the performance of Services.

4.    You shall be responsible for your personnel’s compliance with your obligations under this Agreement. We will not be responsible for any delays or other consequences arising from you not fulfilling your obligations.

5.    You should not rely upon any draft deliverables or oral advice provided by us. Should you wish to rely upon something we have said to you, please let us know and, if possible, we will provide the information that you require in writing.

6.    Our Services will not be planned or conducted in contemplation of or for the purpose of reliance by any party other than you. 

7.    The Term of the Services and Termination. The term will commence on the date established in the engagement agreement letter and will continue until termination of the relationship, the “Term”. Either party may terminate this agreement by giving 30 days written notice to the other party. Upon either party providing written notice (the “Termination Date”), the Client is required to pay all outstanding amounts owed to Aspire CFO up to the Termination Date immediately and, a retainer for the notice period equivalent to the last monthly invoice issued to the Client prior to the Termination Date or a fee estimate for the notice period as agreed between the Client and Aspire CFO, due immediately upon notice of termination. Aspire CFO is not required to continue working for the notice period until these payments are received, due immediately upon notice of termination. Aspire CFO is not required to continue working for the notice period until these payments are received. We may terminate our work for, or retainer with you, if: the Services are completed; any interim or final invoice remains unpaid for more than 30 days after the invoice date (or such other period expressly agreed with you); we consider that it is not in our mutual best interests for us to continue to act for you; you decide not to instruct us any longer; you become or we consider it likely that you will become insolvent or, in our reasonable opinion, you will have difficulty in paying us in accordance with our terms; or we consider that we are unable to continue to act for professional reasons such as a conflict of interest arising, or your instructions are unlawful, unethical or impractical.

8.    Fees. Work will be invoiced at the end of the month and invoices are due and payable upon receipt. Interest may be charged at a rate of 1.5% monthly on late payments. Aspire CFO may suspend the performance of Services in the event that the Client fails to pay an invoice when it is due.  Fees may be subject adjustment annually upon written notification to the Client.

9.    You shall not, without the prior written consent of Aspire CFO employ or contract or attempt to employ or contract the individual(s) assigned by Aspire CFO to provide the Services at any time during the Term or for twelve (12) months thereafter. In the event Aspire CFO agrees to provide its written consent, a recruitment fee, being the greater of $70,000 or 40% of the first year’s remuneration offered by the Client to the individual(s) will be due to Aspire CFO, payable at the time the written consent is provided.

10.  We agree to use Confidential Information provided by you only in relation to the Services in connection with which the information is provided and we will not disclose the information, except where required by law, regulation or professional obligation. We may, however, give Confidential Information to other subcontractors assisting us in providing Services. Any party to whom we subcontract work will be required to keep Confidential Information confidential either by professional obligation or contract with us.

11.  As required by legal, regulatory, or professional authorities, our client files may periodically be reviewed to ensure that we are adhering to professional standards. It is understood that by entering into this Agreement, you provide your consent to us providing our files relating to your engagement to the practice inspectors for the sole purpose of their inspection.

12.  Certain regulatory bodies may also have the right to conduct investigations of you, including the Services provided by us. To the extent practicable and permitted by law, we will advise you of any such investigation request or order prior to providing our working papers.

13.  You agree to reimburse us for our time and expenses, including reasonable legal fees, incurred in responding to any investigation that is requested or authorized by you or investigations of you undertaken under government regulation or authority, court order or other legal process.

14.  You agree we will have access to all personal information in your custody that we require to complete our Services. We may collect, use, transfer, store, or process such information disclosed by you of a personal nature (personal information). Our Services are provided on the understanding that you have obtained any consents for collection, use and disclosure to us of personal information required under all applicable privacy legislation.

15.  Both parties recognize and accept the security risks associated with email communications, including but not limited to the lack of security, unreliability of delivery and possible loss of confidentiality and privilege. Unless you request in writing that we do not communicate by internet email, you assume all responsibility and liability in respect of risk associated with its use.

16.  In any dispute, action, claim, demand for losses or damages arising out of the Services performed by us pursuant to this Agreement, we shall only be liable for its proportionate share of the total liability based on degree of fault as determined by a court of competent jurisdiction or by an independent arbitrator as a result of the dispute resolution procedures, notwithstanding the provisions of any statute or rule of common law which create, or purport to create, joint and several liability.

17.  Our liability arising in connection with the performance or contemplated performance of the Services shall be restricted to damages of a direct and compensatory nature and shall not include indirect, consequential, aggravated, or punitive damages, or damages for loss of profits or expected tax savings, whether or not the likelihood of such loss or damage was contemplated.

18.  You agree that Aspire CFO shall in no event be liable to you for any actions, damages, claims, liabilities, costs, expenses, or losses in contract, tort (including negligence), misrepresentation, restitution or otherwise, in any way arising out of or relating to the Services performed hereunder (including in respect of cyber attack or breach resulting in a loss or theft) for an aggregate amount of more than the fees paid to Aspire CFO by you in the preceding twelve (12) month period for the Services provided pursuant to this Agreement giving rise to the claim.

19.  No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of our proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.

20.  You agree claims or actions relating to the delivery of Services shall be brought against us alone, and not against any individual performing Services on our behalf.

21.  To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Aspire CFO from and against all losses, costs (including solicitors' fees), damages, expenses, claims, demands or liabilities arising out of or in consequence of:

a)         a misrepresentation by a member of your management or board of directors, regardless of whether such person was acting in your interest; or

b)        the Services performed by Aspire CFO pursuant to this Agreement.

22.    You shall make any claim relating to Services or otherwise under this Agreement no later than one year after you became aware or ought reasonably to have become aware of the facts giving rise to any such claim.

23.    You shall in no event make any claim relating to the Services or otherwise under this Agreement later than four years after the completion of the Services under this Agreement.

24.    To the extent permitted by law, the parties to this Agreement agree that the limitation periods established in this Agreement replace any limitation periods under any limitations act and/or any other applicable legislation and any limitation periods under any limitations act and/or any other applicable legislation shall not alter the limitation periods specified in this Agreement.

25.    This Agreement applies to Services whenever performed (including before the date of this Agreement).

26.    In the event of our termination of this Agreement, we will not be liable for any loss, cost or expense arising from such termination. You agree to pay us for all Services performed up to the date of termination of this Agreement by you or us, including Services performed, work-in-progress and expenses incurred by us up to and including the effective date of the termination of this Agreement.

 27.    The terms of this Agreement shall remain operative until amended, terminated, or superseded in writing. They shall be interpreted according to the laws of the Province of Ontario, without regard to such province’s rules on conflicts of law.  The parties agree that the courts of the Province of Ontario will have the jurisdiction to hear and determine any action or proceedings and to settle any disputes which may arise out of or in connection with this Agreement and for such purposes irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario located in Toronto, Ontario

 28.    The provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement. Any clause that is meant to continue to apply after termination of this Agreement will do so.

 29.    We will not be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond our reasonable control, including acts of God, war, acts by governments and regulators, acts of terrorism, accident, fire, flood or storm or civil disturbance.

 30.    No party may assign, transfer or delegate any of the rights or obligations hereunder without the written consent of the other party or parties. Aspire CFO may engage independent contractors to assist us in performing the Services in this Agreement without your consent.

 31.    If a court or regulator with proper jurisdiction determines that a provision of this Agreement is invalid, then the provision will be interpreted in a way that is valid under applicable law or regulation. If any provision is invalid, the rest of this Agreement will remain effective.