1.1 This agreement is entered into by and between Ten10 Solutions Inc. (the “Supplier”) and the party named in the accompanying statement of work or proposal (the “Client”), and is made up of the following elements (collectively, the “Agreement”):
(a) the Statement of Work (“SoW”) or Proposal (“Proposal”) issued by the Supplier to the Client, setting forth the details of the services to be provided by the Supplier to the Client (the “Services”);
(b) these Terms and Conditions (the “Terms and Conditions”); and
(c) the Schedules (if any) as attached to the SoW or Proposal (the “Schedules”).
1.2 If there is any conflict or ambiguity between these Terms and Conditions and any provision contained in the SoW or Proposal, these Terms and Conditions shall prevail, unless specifically modified by the SoW or Proposal and agreed to by the Supplier and the Client.
1.3 The Agreement constitutes the entire agreement between the Supplier and the Client related to the subject matter thereof and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, regarding the same.
1.4 These Terms and Conditions shall apply to the exclusion of any other terms and conditions on any order form or other document under which the Client accepts the provision of the Services.
1.5 The Client acknowledges that the Supplier may determine, in its sole discretion, the manner in which the Services will be performed, so long as they are performed: (i) in a manner that is consistent with the SoW and/or Proposal, as applicable, (ii) in a workmanlike manner using reasonable skill and care, and (iii) in compliance with applicable
1.6 The Client shall provide to the Supplier (and its employees and contractors, as applicable), at no charge to the Supplier, all necessary information, support, cooperation and accommodation, access to the Client’s premises and facilities, books and records, data and other items including, without limitation, access to any applicable equipment and systems of the Client as may reasonably be required by the Supplier (and its employees and contractors, as applicable) in order to carry out the
1.7 The Client shall take all reasonable steps to ensure the health and safety of the Supplier’s employees and contractors while they are at the Client’s premises or within its facilities.