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3 <br />Services Agreement <br />2.3 Standard of Care <br />The Contractor will perform the Services with a level of effort indicated by the budget and a degree of care, <br />skill and diligence normally provided by a qualified and experienced practitioner performing services similar <br />to the Services in relation to projects similar to the Project. <br />2.4 Compliance with Laws <br />In performing the Services, the Contractor will comply in all material respects with all applicable laws. <br />2.5 Reports <br />Any report prepared by the Contractor in connection with the Services (a “Report”) will upon full payment <br />of the Services be for the exclusive use of the Owner, and for the limited purpose as may be expressly set <br />out in Schedule A. The Contractor will not release or distribute, or permit the release of distribution of any <br />Report to any other person without the Owner’s written approval not to be unreasonably withheld. <br />2.6 Qualified Personnel <br />The Contractor will provide professional personnel who have the qualifications, experience and capabilities <br />to perform the Services. <br />2.7 Independent Contractor <br />The Parties acknowledge that in entering into this Agreement and in performing the Services, the Contractor <br />has and will have the status of an independent contractor and that nothing in this Agreement will <br />contemplate or constitute the Contractor or any subcontractor as a partner or employee of the Owner for <br />any purpose. <br />3. FEES AND PAYMENT <br />3.1 Fees <br />The Owner will pay to the Contractor the fees and disbursements described in Schedule B (the “Fees”) plus <br />applicable taxes. <br />3.2 Payment Terms <br />The Contractor will submit monthly invoices to the Owner for Fees (plus all applicable taxes) related to <br />Services provided in the previous month. The Owner will pay all invoices within 30 days of the date of <br />receipt of the invoice. All invoiced amounts not paid when due shall bear interest from the required payment <br />date of the corresponding invoice at the rate of 1.5% per month, compounding monthly until paid. <br />If the Owner disputes any portion of an invoice, then the Owner shall notify the Contractor with 7 Business <br />Days of receipt of such invoice with details of the disputed amount and the Owner may withhold the disputed <br />amount and pay the outstanding amount by the due date. If the Owner and Contractor cannot resolve such <br />disputed amounts; then the issue shall be referred to Section 6, Dispute Resolution. <br />If the undisputed portion of any invoice is not paid by the Owner by its due date and the Owner does not <br />rectify within 7 Business Days of notification by the Contractor, the Contractor may suspend performance <br />of the Services and withhold documentation until all outstanding amounts are paid and received. <br />3.3 Records <br />If the Owner reasonably requests, then the Contractor shall provide the Owner daily, weekly, or monthly <br />reports of labour hours by task, equipment hours, subcontractor hours and materials chargeable to the <br />Owner in accordance with Schedule B in connection with the Services. The Owner shall approve or dispute