1. CDW is in the business of providing personnel to perform IT professional services.  CDW will supply clients across Canada (“Client”) with IT Professional Services Contractor personnel (“Assigned Contractor”) to perform information technology services (“Services”) for Client, at the request of Client on a Time and Materials services fees basis, as set forth in the Statement of Work (“SOW”).

2. These webterms shall apply to the delivery of Assigned Contractor personnel as further described in a SOW.   CDW will supply Client with qualified Assigned Contractor personnel to perform the Services for Client, and the corresponding title/position, hourly rate and time period as set forth in the applicable SOW.

3. Assigned Contractor will perform the Services for Client as described generally in these webterms and as more particularly described in a SOW.  Each SOW constitutes a separate agreement with respect to the Services performed thereunder. In the event of an addition to or a conflict between any term or condition of a SOW and these webterms, these webterms will control, except as expressly amended for an individual SOW by specific reference to the amended provision.  These webterms shall apply to the exclusion of any other terms or conditions contained or referred to in a SOW, a PO or other documentation submitted by Client. 

4. Any SOW shall be effective as of the SOW Effective Date (as set forth in the applicable SOW), and shall continue in effect until the date the relevant Services have been completed for the term set forth in the SOW, or unless terminated as set forth in these webterms or the applicable SOW.  In the event of any termination of a SOW, Client will pay CDW for all Services performed by Assigned Contractor and expenses incurred, and any other non-recoverable costs incurred by CDW, up to and including the date of such termination.

5. Client shall pay CDW monthly for Services performed by Assigned Contractors, at the invoiced rate in accordance with the SOW for each hour of service performed by an Assigned Contractor and for all expenses incurred by Assigned Contractor that are pre-approved by Client and in accordance with established Client travel policies and procedures provided by Client in writing in advance of the Work. Such rates are exclusive of any taxes.   

6. Client will pay invoices containing amounts authorized by the SOW within thirty (30) days of the date of the invoice, subject to continuing credit approval by CDW.  All charges, payments and amounts that CDW will invoice will be in Canadian dollars unless stated otherwise in SOW.  Any objections to an invoice must be made to CDW point of contact within fifteen (15) days after the invoice date. Client agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month calculated daily and compounded monthly (19.56% per annum) or the highest rate allowed by law.   Client shall make all payments under each invoice without withholding or deduction of, or in respect of, any taxes unless required by applicable law. If any such withholding or deduction is required, Client shall pay to CDW such additional amount as will ensure that CDW receives the same total amount that it would have received if no such withholding or deduction had been required.  Credit terms are subject to review from time to time and CDW shall at all times have the right to suspend or vary any credit terms granted. In the event of a payment default, CDW reserves the right to suspend Assigned Contractor’s performance of the applicable Services.

7. In addition to any obligations and responsibilities described in the SOW or elsewhere in these webterms, CDW shall perform the following as needed based on Services set out in the applicable SOW:

(a) Recruit, screen, interview, schedule for Client interviews and assign Assigned Contractors to perform the work described in the SOW under Client’s supervision at the locations specified in the SOW or as designated by Client (“Work”). CDW will submit a summary of Assigned Contractor’s skills and experience prior to scheduling Client’s interview with Assigned Contractor; 

(b) Pay Assigned Contractors’ compensation;

(c) If applicable and required by Client, require Assigned Contractors to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by Client to its employees;

(d) Require Assigned Contractors to sign confidentiality agreements before they begin their assignments with Client; and,

(e) Comply with all laws applicable to CDW in its performance of its obligations under these webterms and any applicable SOW. 

8. In addition to any obligations and responsibilities described in the SOW or elsewhere in these webterms, Client shall perform the following based on Services selected by Client in the SOW:

(a) Utilize the Assigned Contractors to provide the Services requested and set forth on the SOW, unless otherwise agreed with CDW;

(b) For Onsite Services, Client shall provide Assigned Contractor the necessary infrastructure, tools, systems, hardware, software and access required to perform the Onsite Services including working space and computing facilities as mutually agreed. Client shall supply in timely manner information, materials and actions necessary to the project including as applicable data, designs, programs, specifications, management decisions, approvals, acceptance criteria, and other information and material, at Client’s cost, for Assigned Contractor’s use in carrying out the Services;   

(c) Properly define tasks for each Assigned Contractor performing its Work and be responsible for its business operations, products, services, and intellectual property;

(d) Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Assigned Contractors to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without CDW’s prior written approval or as strictly required and described in the SOW;

(e) Provide Assigned Contractors with a safe work site and provide appropriate information, training, and safety equipment in order to be both safe and successful;

(f) Exclude Assigned Contractors from Client’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Contractors’ compensation or benefits;

(g) For Assigned Contractors, timely review and approve monthly invoices for services in accordance with pay periods.

(h) Promptly notify CDW of, and work quickly, cooperatively and on a best effort’s basis with CDW to resolve, any complaints, disputes, personnel issues, harassment issues or issues of pay;

(i) Ensure that the necessary business and application knowledge is available and conveyed from the Client’s IT team to CDW’s team; and,

(j) Comply with all laws applicable to Client in its performance of its obligations under any applicable SOW and these webterms. 

9. Subject to the express written consent of CDW, in the event Client offers full-time employment to any Assigned Contractor during the SOW period and the 12-month period following termination or expiration of these webterms (whether such term ends due to termination for cause, termination, for convenience, or otherwise), such offer shall be subject to and conditioned upon payment by Client to CDW of the “Finder’s Fee”  or the “Conversion Fee” to CDW, as further outlined below, and as determined by CDW in its sole discretion

Client is expressly prohibited from employing, hiring or entering into any arrangement or contractual agreement directly with an Assigned Contractor, either during the term of a SOW or during the 12-month period following termination of the SOW or these webterms, without CDW’s prior express written consent. 

Client may hire as its employee, any Assigned Contractor who has been assigned to Client with 30 days’ notice and upon prior written agreement and acceptance of CDW and the Assigned Contractor.  A “Finder’s Fee” or “Conversion Fee” will be assessed by CDW and paid by the Client, which will be a percentage of the first year’s total cash compensation according to the scale below, unless otherwise agreed:

There is no Conversion Fee for bringing on a consultant as a full-time employee after 12 months of continuous engagement.

10. Each Party anticipates that it may be necessary to provide access to Confidential Information to the other Party in the performance of a SOW or under these webterms: 

(a) Confidential Information does not include information that: (i) becomes known to the public through no act of the receiving Party; (ii) was known to the receiving Party prior to disclosure; (iii) is made known to the receiving Party by a third party having the right to disclose it; or (iv) is independently developed by Personnel of the receiving Party who have not had access to such information.

(b) Each Party agrees that it will maintain the confidentiality of the other Party’s Confidential Information for a period of three (3) years following the date of disclosure and will do so in a manner at least as protective as it maintains its own Confidential Information of like kind but in no event with less than a reasonable degree of care. Disclosures of the other Party’s Confidential Information will be restricted (i) to a Party’s personnel (including personnel employed by such Party’s Affiliates) and subcontractors with a need to know such Confidential Information in connection with the performance hereunder, provided such parties are bound by obligations of confidentiality substantially similar to the terms of these webterms, and (ii) to a Party’s business, legal and financial advisors, provided such parties are bound by obligations of confidentiality substantially similar to the terms of these webterms . Each Party agrees not to use any Confidential Information of the other Party for any purpose other than the business purposes contemplated by these webterms. At the written request of a Party, the other Party will either return, or certify the destruction of, such Party’s Confidential Information.  If a receiving Party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving Party will give the disclosing Party prompt notice of such request so that the disclosing Party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.

11. Client indemnifies and agrees to hold CDW and its officers, employees, and affiliates, harmless from and against any and all, actual or alleged, claims, costs, expenses, damages and liability, including legal fees, that may be incurred by CDW arising from any act or omission of Client or any employee, subcontractor or agent of Client.

12. Either Party may terminate these webterms for convenience upon thirty (30) days’ prior written notice to the other Party.

13. Either Party may terminate these webterms for cause if the other Party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified Party will have thirty (30) days to remedy its performance, except that it will have only ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination. Save where a SOW has been terminated as a result of non-payment by Client, and subject to this Section 13, upon termination of these webterms, CDW may terminate upon written notice any SOWs that are still in force upon the date of such termination. 

14. Unless expressly noted in a SOW, under no circumstance shall Assigned Contractor be considered an agent, servant, or employee of Client.  No Assigned Contractor is, or shall be an employee of Client by virtue of these webterms, and CDW shall so inform each Assigned Contractor assigned to Client pursuant to a SOW.  Neither CDW nor any Assigned Contractor shall represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of Client.

15. CDW warrants that Assigned Contractors will act in a professional manner that reflects generally accepted industry standards of conduct and ethical business practices, and that the Services will be performed by Assigned Contractor in a good and workmanlike manner. Client's sole and exclusive remedy with respect to a breach of this warranty will be, at the sole option of CDW, to either

(a) use its reasonable commercial efforts to assign an alternate Assigned Contractor to reperform any Services not in substantial compliance with this warranty,

OR

(b) refund amounts paid by Client related to the portion of the Services not in substantial compliance;

provided, in each case, Client notifies CDW in writing within five (5) business days after performance of the applicable Services. 

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 15, CDW MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSIGNED CONTRACTOR OR ANY OBLIGATIONS HEREUNDER, AND EACH PARTY EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

16. UNDER NO CIRCUMSTANCES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL EITHER PARTY, ITS AFFILIATES OR ITS OR THEIR PERSONNEL,, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: ANY  LOSS OF PROFITS, LOSS OF SALES OR TURNOVER, LOSS OR DAMAGE TO REPUTATION, BUSINESS, REVENUES OR SAVINGS, LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, AND WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. IN THE EVENT OF ANY LIABILITY INCURRED BY EITHER PARTY OR ANY OF ITS AFFILIATES HEREUNDER, THE ENTIRE LIABILITY OF EACH PARTY AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE CANADIAN DOLLAR AMOUNT PAID OR PAYABLE BY CLIENT TO CDW GIVING RISE TO THE CLAIM. 

ALL EXCLUSIONS AND LIMITATIONS IN THESE WEBTERMS OR ANY SOW SHALL ONLY APPLY SO FAR AS PERMITTED BY LAW AND IN PARTICULAR NOTHING SHALL EXCLUDE OR RESTRICT LIABILITY FOR ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET OUT IN SECTION 10 HEREIN, OR IN RESPECT OF THE LIMITED INDEMNITY SET OUT IN SECTION 11 HEREIN. 

17.  Unless the Parties have already executed a signed agreement for the provision of staffing services, these webterms, including any SOW signed by the Parties, contains the entire understanding of the Parties with respect to the subject matter herein and supersedes and replaces in their entirety any and all other prior and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the Parties hereto with respect to the subject matter hereof.  Each Party acknowledges that it has not relied on any statements, warranties or representations given or made by any other party save those expressly set out in these webterms. Each Party further acknowledges that it shall have no rights or remedies with respect to such subject matter other than under these webterms.    

18. These webterms shall be governed and construed in accordance with the federal laws of Canada and the Provincial laws of Ontario, without regard to conflict of laws principles.  The Parties agree that should litigation, arbitration, mediation, or other dispute resolution be instituted, it shall be instituted only in a court or other institution located in the Province of Ontario, and both Parties hereby consent to the jurisdiction of the Ontario courts or dispute litigation overseeing body.  In addition, BOTH PARTIES HEREBY KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE THEIR RIGHT TO A TRIAL BY JURY.  The rights and remedies provided under these webterms are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

19. CDW may assign or subcontract all or any portion of its rights or obligations under these webterms to any of its affiliated entities, without Client's consent. Client may not assign these webterms or any of its rights or obligations herein without the prior written consent of CDW.  Subject to the restrictions in assignment contained herein, these webterms will be binding on and inure to the benefit of the Parties hereto and their successors and assigns.