These Terms and Conditions govern Your purchase from CIRA of the CIRA Cybersecurity Awareness Training service as defined in the Order Form (the “Services”). In order to access and use the Services, You will be required to enter into with Beauceron Security Inc. (“Beauceron”) a Software-as-a-Service agreement (“Beauceron Agreement”) You agree to remain in compliance with this agreement at all times.
Upon your submission of the Order Form and your acceptance of these Terms and Conditions (the “Effective Date”) and your acceptance of the Beauceron Agreement, and subject to the timely payment of all applicable fees, you will be provided with the Services.
- Payments and Invoicing.
You agree to remit payment for the Services and all applicable taxes to CIRA in accordance with these Terms and Conditions. CIRA will begin charging You for the Services as set out in the Order Form on the Effective Date together with all applicable taxes. All fees and applicable taxes are due thirty (30) days from the date of CIRA’s invoice, are to be paid in Canadian dollars and, when paid, are non-refundable. In the event payment is not received by the due date set forth on an invoice, CIRA may charge You a late fee comprised of simple non-compounded interest at a rate per annum equivalent to thirty percent (30%). CIRA also reserves the right to suspend provision of the Services or terminate this Agreement for Your failure to pay any invoice.
- Term and Termination.
The Agreement and the Services shall commence on the Effective Date and shall continue for the period as set out in the Order Form (“Initial Term”). Upon expiry of the Initial Term, the Agreement and the Services will be renewed automatically for the period as set out in the Order Form, unless either party gives written notice of its intent not to renew the Agreement and the Services at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term (the Initial Term and any Renewal Term collectively, the “Term”). CIRA may terminate this Agreement and Your receipt of the Services if: (a) you breach this Agreement or the Beauceron Agreement; or (b) Beauceron ceases to provide the Services. Upon termination of this Agreement or the Beauceron Agreement, You will cease all use of the Services.
- LIMITATION OF LIABILITY.
CIRA’S CUMULATIVE LIABILITY TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO CIRA BY YOU. CIRA SHALL NOT HAVE ANY LIABILITY TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, LOST REVENUE, ECONOMIC, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND.
This Agreement may not be assigned by either party without the prior express consent of the other. Any attempt to assign this Agreement shall be a breach of this Agreement and shall be null and void. This Agreement shall not be modified except by written agreement of the parties. The provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall be held unenforceable by any court of competent jurisdiction, it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement shall constitute the entire agreement between You and CIRA with respect to the subject matter hereof and shall replace all prior promises or understandings, oral or written.