Virtual AGM Agreement
THIS SERVICES AGREEMENT (“Agreement”) is made and entered as of the date the request for booking is Approved ( “Effective Date”), by and between Shift Next Level Innovations Inc. (“Shiftsuite”), and the condominium corporation booking the Virtual AGM (“Corporation”)
WHEREAS, Shiftsuite desires to provide to the Corporation, and the Corporation desires to receive from Shiftsuite, services for the Corporation to conduct Virtual AGM Services, under the terms and conditions of this Agreement and the Schedules attached hereto
IN CONSIDERATION of the mutual covenants and agreements contained in this Agreement, Shiftsuite and the Corporation agree as follows:
- Commencing as of Effective Date and continuing during the term of this Agreement, Shiftsuite shall, subject to the terms and conditions of this Agreement, provide the Corporation the services identified on Shiftsuite Services Schedule (hereinafter referred to as the “Services”).
- Fee Schedule. The fees for the Services are set forth in the Shiftsuite Services Fee Schedule (“Fee Schedule”).
- Schedules. The Online Proxy Services Schedule, Fee Schedule and any other schedule attached to this agreement shall be referred to herein as “Schedules”, which shall form an integral part of this Agreement.
2. Payment Terms
- Shiftsuite will issue an invoice for each proxy set up by the Corporation or its authorized representative during the Term. All invoices will be paid via Pre-Authorized Debit Plan included as part of the Fee Schedule or physical cheque. The first invoice will be issued and paid on execution of this Agreement Payment Terms. In consideration of the Services, the Corporation shall pay all invoices within thirty (30) days from the date of such invoice. All payments shall be made without deduction or set-off and are non-refundable except where this agreement is terminated for cause by the Corporation.
- Upon the Corporation’s failure to pay an invoiced amount by the due date, Shiftsuite shall be entitled to suspend the Services without prejudice to any other right Shiftsuite may have pursuant to this Agreement. 
3. Term and Cancellation
- Term: The Services are available commencing on the date of this Agreement and for a single use only.
- Cancellation: This Agreement may be terminated as follows:
- Notice of Cancellation – 50% of the full cost of the Virtual AGM are due on client termination. Note that this is strictly in regards to the Virtual Meeting service. Any other services already provided will be billed at full cost; such as our Online Proxy services which typically happen before a meeting.
4. Relationship of the Parties
- Independent Contractors. The relationship created between Shiftsuite and the Corporation shall be solely that of independent contractors entering into an agreement. No representations or assertions shall be made or actions taken by either party which could imply or establish any agency, joint venture, partnership, employment or trust relationship between the parties with respect to the subject-matter of this Agreement or any Schedule. Neither Shiftsuite nor the Corporation shall have any authority or power whatsoever to enter into any agreement, contract or commitment on behalf of the other, or to create any liability or obligation whatsoever on behalf of the other, to any person or entity.
5. Delivery of Condominium Documentation and Information
- The Corporation shall provide Shiftsuite with complete and accurate copies of all condominium corporation information and documentation needed to permit Shiftsuite to fulfill its obligations under this Agreement. Shiftsuite shall have no liability to the Corporation or third parties for, and the Corporation shall hold Shiftsuite and its officers, directors, partners, employees, affiliates and agents harmless from, any Losses caused directly or indirectly by the Corporation’s failure to provide accurate information or documents including failure by the Corporation (i) to provide accurate information or documents; (ii) to obtain the necessary consents for use, transfer or collection of such information and documents or (iii) to comply with applicable law.
- Shiftsuite acknowledges that the Corporation or the applicable condominium corporation shall retain all right and title to all its content and documentation not part of the public domain or otherwise available to the public, which the Corporation delivers to Shiftsuite under this Agreement.
6. Representations and Warranties
- Mutual Representations and Warranties. Understanding that the other party is relying on the following representations and warranties when entering into this Agreement, each party represents, warrants and covenants to the other party as follows:
- It is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation.
- This Agreement and the Schedules constitute legal, valid, and binding obligations of such party enforceable against such party in accordance with their terms except as enforcement may be limited by any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or general principles of equity. As of the Effective Date, such party has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and the Schedules and for the performance by such party of its obligations under this Agreement and the Schedules.
- Of the Corporation. The Corporation represents, warrants and covenants to Shiftsuite that the Corporation has or will (and Shiftsuite is not and shall not be required to) give any notice to and/or obtain any consent from any person including in respect of any information or documentation to be provided by the Corporation to Shiftsuite in connection with the execution and delivery of this Agreement or the consummation or performance of any of its obligations under this Agreement.
7. Indemnification, Insurance and Limitations on Liability
- Indemnification by the Corporation. Subject to 3, the Corporation shall indemnify, hold harmless and defend Shiftsuite its officers, directors, partners, employees, affiliates and agents from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines and other amounts paid in settlement from a third party claim (collectively “Losses”) arising out of or in connection with (a) the inaccuracy of any representation or warranty made by the Corporation under this Agreement, (b) any breach of this Agreement by the Corporation, or (c) any gross negligence or willful misconduct by the Corporation or its employees or agents.
- Notice and Defense of Third Party Claims. If a claim for indemnification under this Agreement arises from a claim or demand from a third party:
(a) An indemnified party shall provide the indemnifying party with prompt written notice of such claim including reasonable details and facts giving rise to a claim for indemnification under this Agreement, provided that the failure to give such notice shall not affect the indemnified party’s ability to be indemnified unless such failure results in actual prejudice to the indemnifying party’s rights to defend such claim.
(b) An indemnified party shall have the right to (i) employ separate counsel in any action and to participate in the defence thereof, or (ii) jointly with any other indemnified party, assume the defence of any such action with counsel reasonably satisfactory to the indemnifying party at its own expense unless the indemnifying party has (A) agreed in writing to pay such fees and expenses, (B) has failed to assume the defence thereof without reservation and employ counsel within a reasonable period of time after being given the notice required above, or (C) the named parties to any such action (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party has been advised by its counsel that joint representation of it and the indemnifying party is an actual or potential conflict of interest.
(c) The indemnifying party shall not be liable for any settlement of an action effected without its written consent, which shall not be unreasonably withheld. Upon such settlement with consent, or if a final judgment is awarded against an indemnified party, the indemnifying party shall indemnify the indemnified party pursuant to paragraph 7.1, for any Losses arising from such settlement or judgment.
- Limitations on Liability. IN NO EVENT SHALL SHIFTSUITE’S LIABILITY UNDER THIS AGREEMENT (A) INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE OR (B) EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID TO SHIFTSUITE BY THE CORPORATION IN THE SIX (6) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LOSSES.
- Dispute Resolution. If there is any controversy, dispute or claim arising out of or relating to interpretation or breach of this Agreement, the parties will endeavour to settle it promptly prior to commencing any litigation in accordance with paragraph 10.3 or other dispute resolution process.
- Government Actions. The Corporation agrees to promptly provide Shiftsuite copies of all complaints or inquiries received by it from any governmental agency that in any way relate to or have a potential effect on the Services provided under this Agreement. In the event Shiftsuite is required, as a result of any such action, to change the manner in which it provides the Services in any material respect, Shiftsuite shall have the option to terminate the availability of such Services hereunder to the Corporation upon ten (10) days written notice. Shiftsuite agrees that it will promptly forward to the Corporation copies of all written complaints or written inquiries addressed to Shiftsuite from any governmental agency in any way relating to or having a potential effect on the Services provided to the Corporation under this Agreement.
8. Marketing Materials.
Both parties agree to act as a customer reference for the other in regard to the subject-matter of this Agreement during the term hereof.
- As used in this Agreement, “Confidential Information” means with respect of each party (a) the terms and provisions of this Agreement and any related documents delivered concurrently herewith, and (b) all data, reports, analyses, compilations, studies, interpretations, forecasts, records and other information or materials (in whatever form maintained) concerning such party or its affiliates, and (c) in the case of Shiftsuite, all software, including the Online Proxy software and systems.
- Each party agrees that all Confidential Information of the other party which has been disclosed to or otherwise received by it, whether in writing or through oral communication, under or in connection with this Agreement shall be kept confidential. Each party shall not, without the prior written consent of the other party, (i) use the other Party’s Confidential Information other than to perform the Services and for any other purposes set out in this Agreement; or (ii) disclose the other party’s Confidential Information to any person, firm or corporation other than affiliates, officers, employees, agents, representatives, consultants, or advisors of the receiving party other than as needed to perform the Services and for any other purposes set out in this Agreement, provided that they are under an obligation of confidentiality For greater certainty, the Corporation shall not disclose Confidential Information of Shiftsuite to a competitor of Shiftsuite. Shiftsuite may compile statistical and other information related to the performance, operation and use of the Services, and use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for marketing, research and development, and service enhancement purposes (the “Service Analyses”). Shiftsuite may make Service Analyses publicly available; however, Service Analyses will not incorporate any Confidential Information of the Corporation or personal information in a form that could serve to identify the Corporation or any individual, and Service Analyses. Shiftsuite retains all intellectual property rights in Service Analyses.
- Notwithstanding anything in this Agreement to the contrary, Confidential Information shall not include any information which: (a) is publically available; (b) becomes publicly available through no fault of the receiving party; (c) was obtained on a non-confidential basis from a source other than the disclosing party; or (d) has been independently developed by the receiving party without violating its obligations under this Agreement, provided that such independent development can reasonably be proven by the receiving party upon written request by this disclosing party.
- Return of Confidential Information. On termination or expiry of this Agreement, and at the option of the disclosing party, the receiving party shall destroy all copies of Confidential Information of the disclosing party in its possession provided that the receiving party may retain a copy of any Confidential Information solely for archival or backup purposes.
- The parties agree that the Corporation or Shiftsuite, as applicable, would be irreparably injured by a breach of this Agreement by the other party and that the other party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Section 9. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 9 by either party but shall be in addition to all other remedies available at law or in equity.
- Force Majeure. Other than the obligations for payment of fees pursuant to Section 2, neither party shall be liable for any failure of or delay in the performance of this Agreement or any Schedule for the period that such failure or delay is due to acts of God, public enemy, war, strikes or labour disputes, or any other cause beyond the parties’ reasonable control (each a “Force Majeure”). Each party shall notify the other party promptly of the occurrence of any Force Majeure and carry out this Agreement and any Schedule as promptly as practicable after such Force Majeure is terminated. The existence of any Force Majeure shall not extend the term of this Agreement or any Schedule.
- All notices, demands, requests, approvals, consents or other communications to be given or delivered under this Agreement (“Notices”) will be in writing and will be deemed to have been given (a) when delivered in person or by courier or confirmed facsimile; (b) on confirmation of receipt when sent by registered mail, return receipt requested; or (c) five days after being mailed by regular mail, to the applicable address indicated below; (d) when delivered and able to verify by way of email:]
If to Shiftsuite:
Attention: Christopher Deen
Email: [email protected]
If to the Corporation:
Attention: the party that booked the Virtual AGM by form of email
or to such other addresses as a party may designate from time to time by written notice to the other party.;
- General Provisions. If any provision of this Agreement or any Schedule is determined to be invalid, illegal or unenforceable, such provision will be severed from this Agreement or applicable Schedule and the remaining provisions of this Agreement or the applicable Schedule will remain in full force and effect. This Agreement and any Schedule may only be amended or waved in writing. No waiver of any provision of this Agreement or any Schedule will constitute a waiver of any other provision (whether similar or not). No waiver will be binding unless executed in writing by the party to be bound by the waiver. No delay or omission in exercising any right under this Agreement shall impair any such rights or operate as a waiver of such rights. This Agreement together with the Schedules and any exhibits attached thereto contain the complete agreement between the parties relating to the Services and supersede all prior understandings, agreements, negotiations or representations by or between the parties, written or oral, which may be related to such matters. Each party take all such action and execute and deliver all such documents as the other party may reasonably request to carry out the terms, intent and purpose of this Agreement. Section headings contained in this Agreement and any Schedule are inserted for convenient reference only and shall not affect the meaning, construction or scope of any of the provisions of this Agreement or any Schedule. This Agreement is governed by and shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court constitutes and inappropriate forum. This Agreement shall binding on and enures to the benefit of the parties and their respective successors and permitted assigns. This Agreement may not be assigned in whole or in part by any party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Corporation shall have the right to assign this Agreement to a wholly owned subsidiary of the Corporation, provided that the Corporation guarantees the obligations of any such subsidiary under this Agreement, and Shiftsuite shall have the right to assign this Agreement to an affiliate of Shiftsuite or in connection with the sale of all or substantially all of the assets or securities of Shiftsuite. Each party acknowledges it has participated in the negotiation and preparation of this Agreement and has had the opportunity to consult with its counsel and accountants with respect to its terms. No ambiguity in this Agreement or any Schedule shall be interpreted against the drafting party and no consideration shall be given to the issue of which party prepared, drafted or requested any term or condition of this Agreement or any Schedule or other instrument subject hereto. This Agreement may be signed in any number of counterparts, each of which is deemed to be an original and such counterparts together constitute one and the same instrument.
SHIFTSUITE SERVICES SCHEDULE
- Shiftsuite will:
- Provide the property manager with a per instance use of its Enterprise Webinar Software platform for purposes of the Corporation to run a Virtual meeting
- Provide access to the property manager and owners of the Corporation, on a per-use license, to Shiftsuite’s Online Proxy software/solution/service (the “Online Proxy Service”), which provides the property manager with the ability to create, manage and edit a single instance of Online Proxy for the Corporation’s use, such as for an Annual General Meeting (AGM). Upon the completion of the property managers input and setup, the owners, with an email address, will receive email and online access to provide their details for the respective Proxy use.
- Provide the manager and Corporation with the preliminary setup of the Online Proxy, Notice of meetings, and Virtual AGM prior to the Virtual AGM. The corporation agrees, to make itself available participate in the setup of each service.
- Provide a paper copy, including mailing, of any and all documents to the primary unit owner that do not have an email address listed, unless the Corporation is responsible for its own printing.
- Maintain the network, servers and hosting environment for the Online Proxy Service and ensure that enough storage space and bandwidth are available for proper function of the Service
- Facilitate the email and message communications for the Shiftsuite services to the owners, provided that, at the sole discretion of Shiftsuite, this may include integration with Shiftsuite’s Accounting and Property Management tools.
- Provide at least 48 hours email notice to the Corporation of scheduled server maintenance and planned updates to the IT infrastructure required to run the Online Proxy Service. Scheduled maintenance will be scheduled for after business hours. Emergency maintenance may be required to be performed from time to time resulting in shorter notices and/or business hour maintenance.
- The Corporation will:
- Manage its own content, owners lists, and information relating to the Virtual Meeting, Notice of Meetings and Online Proxy Service and is responsible for the accuracy of such content, documents and information, including any content, documents and information provided to Shiftsuite.
- At the time of setup, provide all information required by Shiftsuite to a complete and proper Online Proxy setup.
- Immediately notify Shiftsuite in the event that any feature or function is not working as intended.
- Participate in the Dress rehearsal for the Virtual AGM
- Not provide screenshots, demo’s or information to an existing or potential Shiftsuite competitor
The Fees outlined below are to be paid by the Corporation for each instance .
|Corporation Units||Online Proxy||Preliminary Notice||Notice of Meeting||Fully-Moderated Virtual AGM||E-Vote|
|1-50||$325.00||$25.00||$25.00||$750||Included with AGM|
|51-125||$425.00||$25.00||$25.00||$950||Included with AGM|
|126-250||$625.00||$25.00||$25.00||$1,150||Included with AGM|
|251-499||$1,100.00||$25.00||$25.00||$1,350||Included with AGM|
|500+||$1,500.00||$25.00||$25.00||$1,550||Included with AGM|
The Fees outlined below are to be paid by the Corporation for each instance .
|Corporation Units||Online Proxy||Preliminary Notice||Notice of Meeting||Self-Moderated Virtual AGM||E-Vote|
|1-50||$325.00||$25.00||$25.00||$550||Included with AGM|
|51-125||$425.00||$25.00||$25.00||$750||Included with AGM|
|126-250||$625.00||$25.00||$25.00||$950||Included with AGM|
|251-499||$1,100.00||$25.00||$25.00||$1,150||Included with AGM|
|500+||$1,500.00||$25.00||$25.00||$1,350||Included with AGM|
Online Proxy Fee Summary
Per Use Fee: The Corporation(s) agrees to pay the fee in accordance to the number of residential units.
Term: Single Use – as per the terms of this agreement.
Notices: $25* per Notice (Preliminary and Notice of meeting are separate notices)
Additional Fees: Fees incurred by Shiftsuite in the event of any banking errors caused by the Corporation or returned cheques
Paper Print Costs
At the control of the Corporation, the Corporation may elect to print at their own cost and distribution. Shiftsuite will
not charge print fees if it does not provide the printing for any individual use.*
Price per page: $0.14/impression* (Documents are printed double-sided, each side counts as an impression)
Mailing: Posted rates of First Class Mail by Canada Post
Other Print fees: $0.80/package handling fee, $6.50 file fee/job,
Virtual AGM Fee Summary
- As per chart above + HST /per use*.
*Subject to change without notice