NOVA ANALYTICS INC. STANDARD TERMS AND CONDITIONS OF SERVICES
In these Standard Terms and Conditions of Services ("T&Cs"), the following expressions shall have the following meanings (unless the context requires otherwise):
a) "Chain of Custody" means the form used by a Client to submit or log in every Sample that gets collected by, or submitted to the Company for processing, identifying any Sample(s), Sample name(s), requested Test(s), Report(s) and Client billing information;
b) "Client" means the person, firm or company to whom a Quotation is addressed or for whom any Services are carried out, or whom is ordering and/or paying for the Service(s);
c) "Company" means NOVA, or a named operating unit thereof;
d) "Confidential Information" means any and all information disclosed by either Party to the other Party relating to the Company or the Client, the Contract or the Services, whether provided in written, graphic, digital, electronic, oral or other form, and whether or not designated, marked, labeled or identified as confidential or proprietary, including without limitation, any clinical data, protocol, studies, trade secrets, know-how, ideas, iventions, designs, schematics, drawings, formulas, data, product development plans, customer lists, strategies, forecasts and other technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and any other information and materials relating to the Company or the Client, the Contract or the Services;
e) "Contract" means the contract for the supply of Services, comprised of the Quotation
and the T&Cs;
f) "NOVA" means collectively, NOVA Analytics Inc., its officers and employees, and its subsidiaries, affiliated and related companies and other business entities, agents, representatives, contractors and subcontractors;
g) "Party" or "Parties" means the Company and the Client, or both of them together, as applicable in the context;
h) "Price" means the price stated in the Quotation, or otherwise agreed to with the Client, together with all other sums due pursuant to the T&Cs;
i) "Provisions and Payment Terms" means Client specific terms, Master Service Agreements or other provisions, that are specifically included in the Contract, but unless stated to apply to the exclusion of any of these T&Cs, shall be subject to the T&Cs;
j) "Quotation" means the Company's quotation or cost estimate (whether written or oral) which shall be subject to the T&Cs, unless there is a conflict in the terms of the documents, in which case the conflict will be resolved in favour of the terms of the Quotation;
k) "Report" means any test certificate of analysis, technical report, memoranda, inspection record, drawing, spreadsheet, laboratory data, recommendation, calculations, measurements, estimates, advice, notes and other documents prepared by the Company in the course of providing Services to the Client, together with status summaries, or any other electronic or written communications describing the results of any Services, or element thereof or the like issued by the Company in respect of a Service;
l) "Sample" means any material, item, product or compound supplied by the Client to form the basis of a Test;
m) "Service" or "Service(s)" means the service(s) and goods, work, and obligations (including, but not l imited to, Tests) specified in the Quotation; and
n) "Test" or "Test(s)" means any testing, analysis, assay, inspection, sampling and sample preparation or the like specified in a Quotation.
The T&Cs apply to the Services (and the Price and any other charges for Services) to be provided by the Company at the request of Client. In the event of a conflict between the T&Cs and any other terms and conditions contained in any purchase order or other documentation relating to the Services not specifically agreed to in writing by the Company, the T&Cs shall govern.
3.1 Each right or remedy of the Company under any Contract is without prejudice to any other right or remedy of the Company under this or any other Contract.
3.2 Nothing in the T&Cs shall create or be deemed to create a partnership or joint venture between the Parties.
3.3 The T&Cs and the Quotation contain all the provisions which the Parties have agreed to in relation to the subject matter of the Contract and supersede any prior written or oral agreements, representations, proposal documentation or understandings between the Parties.
3.4 The Client agrees that it has not been induced to enter into the T&Cs or the Contract by a statement or promise which is not contained in either of such documents, provided that the T&Cs shall not exclude any liability which the Company would otherwise have to the Client in respect of any fraudulent statements which may have been made by the Company.
3.5 If any term or other provision of the T&Cs is invalid, illegal or incapable of being enforced by virtue of any rule of law or public policy, all other conditions and provisions of the T&Cs shall nevertheless remain in full force and effect so long as the economic or legal substance of the T&Cs is not affected in any manner materially adverse to any Party.
3.6 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of such right, power or remedy, nor will any partial exercise preclude any further exercise of the same or of some other right, power or remedy. No waiver of any of the provisions of the T&Cs shall be effective unless it is in writing and signed by the Party against which it is sought to be enforced.
3.7 Nothing in the T&Cs or Quotation is intended expressly or by implication to, or shall, confer upon any person, other than the Parties, any rights or remedies of any kind. The language used in the T&Cs is the language chosen by the Parties to express their mutual intent, and no rule of contra preferentem or strict construction shall be applied against any Party.
3.8 The Contract shall be governed by and construed in accordance with the laws of the province in Canada of service delivery (and the federal laws of Canada applicable therein).
4.1 The Quotation constitutes an offer by the Company to provide the Services subject to the T&Cs (provided that any inconsistencies between the Quotation and the T&Cs will be resolved in favour of the terms of the Quotation) and is open for acceptance for thirty (30) days only from the date of the Quotation unless previously withdrawn by the Company. Acceptance is based on the receipt of an instruction in writing, email, phone call, or receipt of the Sample by the Company.
4.2 Except in accordance with the T&Cs, no variation of the Contract will be accepted unless agreed to in writing by the Company.
4.3 The Quotation and the T&Cs shall prevail over any terms or conditions contained or referred to in any correspondence, order or documentation submitted by the Client or elsewhere. Further, no condition, statement or representation contained in any advertisement or brochure or in any trade or promotional circular or other literature, nor the terms or conditions of any trade association or other body, or which would or might but for this Section 4.3 be implied or incorporated by custom or trade, usage, negotiations, course of dealing or otherwise shall be deemed to be incorporated in the Contract, and all of the same are hereby expressly excluded from the Contract.
5.1 The Price is based on information available to the Company at the date of the Quotation. If during the period of the Contract there shall be any variation in the cost of materials, labour or otherwise to the Company, the Price may, in the absolute discretion of the Company, be adjusted to take account of such variation.
5.2 Published prices for Services may be subject to change without prior notice.
5.3 In addition to the amount specified in the Quotation, the following shall be payable if appropriate:
5.3.1 Any applicable value added, sales, use, consumption, multi-staged, personal property, customs, excise, stamp, transfer, or similar taxes, duties, or charges (including HST or GST).
5.3.2 A charge may apply for containers/cylinders and sampling equipment/supplies ordered but not returned to the Company. The Client assumes full responsibility for replacement costs.
5.3.3 Unless provided otherwise in the Quotation, the Company shall be reimbursed by the Client for the expenses as set forth in the Quotation and incurred by the Company in the performance of the Services, including, but not limited to, travel and lodging expenses, communications charges and other reasonable supplies.
5.3.4 Costs for insurance carried by the Company, in its absolute discretion, in respect of any property belonging to the Client in the possession of the Company.
5.3.5 With prior notice, the cost of all sub-contractors employed by the Company unless included in the Quotation.
5.3.6 Any costs (excluding general fees associated with standard licenses, permits and registrations required by the Company to operate a testing, inspection, and consulting sector in the territory of operation) incurred by the Company for any work permits, licenses, fees, disposal costs, or other government approvals, registrations, permits or licenses which may be required to fulfill its obligations under the T&Cs and which are specific to the T&Cs or to the Samples being tested pursuant to the T&Cs.
5.3.7 Any additional costs incurred by the Company in accordance with the T&Cs.
5.3.8 Any special standards or specifications required for the performance of the Service(s).
6.1 The Price shall be paid by the Client to the Company in full, by way of bank draft, certified cheque or wire transfer, without any deduction, set-off or counterclaim, within thirty (30) days of the date of the receipt by the Client of the Company's invoice. Accounts overdue by 90 days or more may be referred to a collection agency. For the avoidance of doubt, the Price shall be paid free and clear of, and without deduction for and on account of, taxes.
6.2 Where the Client is required by law to deduct or withhold on account of taxes, it shall use its best efforts to obtain authorization to make payment of the sums without such deduction or withholding or, if applicable, at a reduced rate, from the relevant revenue authorities. The Parties undertake to provide all reasonable assistance to each other in obtaining such authorization and, without prejudice to the generality of the foregoing, will submit any forms and take any such action as may be reasonably necessary or reasonably required by the other Party for that purpose. The Client agrees to reimburse and indemnify the Company harmless from any deficiency (including penalties and interest) relating to taxes that are the responsibility of the Client under the T&Cs.
6.3 Time of payment is of the essence to the Contract. In default of payment within the thirty (30) days, the Company may:
6.3.1 Suspend any further Services being carried out for the Client.
6.3.2 Withhold the provision of Reports.
6.3.3 Alter or withdraw credit terms.
6.3.4 Amend terms, Prices or Service levels.
The amount outstanding from time to time shall bear interest (both before and after any judgment) at the rate of 1.5% per month from the due date for payment until payment in full is made.
6.4 All payments due to the Company shall be payable within the specified time irrespective of whether or not the Client has recovered payment from a third party and, for the avoidance of doubt, but without prejudice to the generality of the foregoing, this includes payments of fees due to the Company acting as experts or as expert witnesses when instructed by solicitors acting for a Party involved in a dispute.
6.5 If, in the Company's view, the Client's credit-worthiness deteriorates before completion of the Service(s), the Company may require payment in full or in part of the Price prior to completion, or the provision of security for payment by the Client in such form as is acceptable to the Company.
7.1 The Company's acceptance of Client's request for Services is limited to these T&Cs and any attached Provisions and Payment Terms. Unless stated to apply to the exclusion of any of these T&Cs, any Provisions and Payment Terms proposed or submitted by Client at any time, including, but not limited to, provisions or terms in Client's purchase order, instruction, nomination or other document, shall be deemed a material alteration hereof, and shall be of no force or effect.
7.2 Any Provisions & Payment Terms listed in an overleaf or attached hereto are to be considered part of the Contract.
7.3 Client requests the Service(s) through submission of Samples accompanied by a Chain of Custody of suitable format that contains sufficient information/detail/specification to carry out Client's requirement(s), including:
7.3.1 Instruction on type of analysis to be conducted.
7.3.2 Complete disclosure of known or suspected hazardous substances (where disclosure is not made and the Company's business is interrupted as a result, the Client is liable for cost of cleanup and recovery).
7.3.3 Signature authorizing the Company to proceed with the testing under our T&Cs.
7.4 Sample receipt, inspection and either dropping a Sample off at Company's lab without a Chain of Custody, or without any prior arrangements, all constitute Sample acceptance.
7.5 The Client shall supply as much information as possible about each Sample and/or Service requirement in order to assist in achieving an efficient service. Where information relating to the Sample and/or the Service requirements is incorrect, causing the Company to have to perform additional work, the Company reserves the right to charge for such additional work.
7.6 Upon Sample acceptance by the Company, corrections, edits or scope changes to the scope of work required by Client must be made within 24 hours of Sample acceptance. The Company will use best efforts to complete the work as edited, but will not be liable for consequences associated with their best efforts to execute changes to scope made more than 24 hours after Sample acceptance.
7.7 The Company can refuse or revoke Sample acceptance for any Sample that, in the Company's judgement:
7.7.1 Is of unsuitable volume.
7.7.2 Is a health or contamination risk for handling, processing, analyzing and/or storing.
7.7.3 Where holding time of the Sample is compromised.
7.8 The entire risk for loss or damage to Samples remains with the Client at all times prior to Sample acceptance by the Company. The Company assumes no responsibility or liability for any third party carrier shipping or delivery of any Sample to or from the Company's facilities.
7.9 Services shall be carried out singly unless prior written instructions from the Client are received for replicates or unless the Company considers replicates are necessary or desirable. The Company reserves the right to charge for replicates even if the original result is confirmed.
7.10 Unless specific prior instructions in writing are received by the Company, the Services shall be carried out on the Sample in the state in which the Sample is received. The Company reserves the right to charge for any work required to be carried out to the Sample prior to the performance of any Service.
7.11 Methods of carrying out the Service(s) and providing the Report shall be at the sole discretion of the Company, unless prior instruction in writing is received from the Client specifying a particular procedure, which is accepted in writing by the Company. Charges for such special procedures will be agreed between the Company and the Client prior to carrying out the Service.
7.12 A general description of the method used in the performance of the Service(s) shall be given verbally on request. Where written descriptions of detailed procedures are requested, whether as part of the Report or issued separately, the Company reserves the right to charge over and above the Price for such additional work. If the method referenced in the Report represents the end product of development work carried out at the Company's expense, the method shall only be revealed at the discretion of the Company.
7.13 The Company may, at its sole discretion, undertake to give priority in carrying out a particular Service. A surcharge may be imposed by the Company for the carrying out of priority work. Details of these arrangements will be issued by the Company on request.
7.14 Unless stated in the Quotation, Samples are and remain at all times (including, without limitation, while at the Company's premises and during transportation to and from the Company's premises) at the entire risk of the Client, who shall be responsible for effecting and maintaining its own insurance coverage in relation thereto (it being hereby acknowledged by the Client that the charges of the Company do not include insurance).
7.15 Samples shall be returned to the Client only if prior instructions in writing in that regard are received by the Company, and the Client shall be charged for all costs associated therewith (including shipping/transportation).
8.1 Unless otherwise restricted by the T&Cs, the Contract and/or obligations under any accreditation or governing approval, the Company shall be entitled, in its absolute discretion, to sub-contract the whole of or any part of the Service(s).
8.2 The Company may assign, delegate, license or hold in trust, all or any part of its rights or obligations under the Contract.
8.3 All assigned Services shall be governed by these T&Cs, and shall be the exclusive responsibility of the affiliate, contractor or subcontractor to whom they are assigned, and Client releases the Company from all liabilities and obligations relating to the assigned Services.
If any aspect or element of the Services (including any Sample) is, or is likely to be, the subject of or relevant to legal proceedings, the Company must be notified of such fact in writing before the Services are carried out. If that fact is not disclosed to the Company at that stage, the Company may not, in its absolute discretion, be prepared to provide expert testimony.
10.1 Changes to scope of work, including but not limited to increasing or decreasing the work, changing test and analysis specification, turnaround time schedule, or pricing can be made upon agreement between the Company and Client in writing. Additional charges may apply.
10.2 The Client shall not terminate the Contract without the written consent of the Company which may be subject to such terms, as in the Company's absolute discretion, recompense the Company for all loss it may suffer as a result of termination.
10.3 The Company may terminate the Contract and any other contract with the Client forthwith, without prejudice to any other right or remedy available to the Company and without the Company incurring any liability to the Client, in the following circumstances:
10.3.1 If the Client commits a breach of any terms of the Contract or any other contract with the Company which is incapable of remedy or, if capable of remedy, has not been remedied by the Client in accordance with a written notice from the Company requiring remedy within the period specified in the said notice.
10.3.2 If the Client fails to make payment of the Price within the specified time.
10.3.3 If the Client becomes bankrupt or insolvent or is wound up or dissolved or makes a general assignment for the benefit of creditors, or takes any proceedings or actions, or any proceedings or actions are taken against it (including the filing of a petition under the Bankruptcy and Insolvency Act (Canada) or proceedings instituted under the Companies' Creditors Arrangement Act (Canada)) which is not vacated within sixty (60) days thereafter.
10.3.4 An encumbrancer takes possession, or a receiver or administrator is appointed, over any of the property or assets of the Client.
10.3.5 The Client ceases, or threatens to cease, to carry on business.
10.3.6 As provided in Section 7.7.
10.4 Notwithstanding that the Company terminates the Contract, this shall be without prejudice to the accrued rights and remedies of the Parties prior to termination of the Contract, and any rights or remedies under the T&Cs, which shall remain in force, including the right to suspend all further Services to be made under any other contract with the Client (and in such event the Client shall not be released from any of its obligations to the Company under any other contract) and the right for the Company to receive full compensation for its loss under the Contract or any other contract with the Client.
10.5 On termination of the Contract pursuant to Section 10.3, any indebtedness of the Client to the Company shall become immediately due and payable.
10.6 The Client may by written notice to the Company terminate the work comprising the Services at any time. The Company will complete all work in progress, and Client will compensate the Company for all work performed, plus any expenses incurred for the portion of the work that was terminated by the Client. The Price shall be paid to the Company in full, by certified cheque, bank draft or by wire transfer, without any deduction, set-off or counterclaim, within thirty (30) days of the date of receipt by the Client of the Company's invoice. Accounts overdue by 90 days or more may be referred to a collection agency.
11.1 Any preliminary or partial Report submitted to the Client shall be used at the Client's sole risk, and the Company shall bear no responsibility for any deviation between information in such Report and the information in the final written Report electronically signed by an authorized Company representative.
11.2 The Services performed by the Company for the Client and the Reports are not intended by the Company to be for the benefit of any person or entity other than the Client. Reports are based on, and the work conducted, under the Client's specific instructions, and there may be other relevant information not requested nor reported.
11.3 The Client may reproduce or replicate any Report in the form provided by the Company but shall not, without the written consent of the Company, reproduce or replicate any Report which has been modified from the form provided by the Company.
11.4 Client represents and warrants that it has the power and authority to enter into agreements and procure services for itself and other parties' customers included in paying for the Services provided by the Company, and the Client shall cause all such other parties to acknowledge and agree to these T&Cs.
11.5 Except as provided by Section 11.3, or as disclosed and agreed in advance by the Parties, Client is procuring the Services of the Company solely for its own account and not for any other person or entity, and Client is not acting as an agent or broker or in any other representative capacity. Client and the Company agree that, except as expressly provided in these T&Cs, there are no third party beneficiaries to the Contract between Client and the Company. Further, no third party may rely on any Company Reports, except with the express prior written consent of an authorized Company representative.
11.6 The Company will retain all records for a minimum of five (5) years.
12.1 The Company warrants exclusively to the Client that its Services shall be performed in a manner consistent with that level of care and skill ordinarily exercised by other companies providing like Services under similar circumstances. In the event of a breach of this warranty, the Company will, at its own expense, perform Services of the type originally performed as may be reasonably required to correct such defects.
12.2 The Company makes no other express warranties. The Company excludes and disclaims all implied warranties whether statutory, common law or otherwise, including but not limited to any warranty of fitness for a particular purpose, warranty of merchantability, warranty of workmanlike performance and warranty of results.
12.3 The following provisions of this Section 12 set out the entire liability of the Company, its employees, agents and sub-contractors to the Client howsoever arising:
12.3.1 The Company does not exclude or limit its liability (if any) to the Client:
126.96.36.199 For personal injury or death resulting from the Company's negligence.
188.8.131.52 For any matter which it would be illegal for the Company to exclude or to attempt to exclude or limit its liability.
184.108.40.206 For fraud.
12.3.2 Except as provided in Section 12.3.1, the Company shall not be liable to the Client whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit, loss of business, loss of market, loss of contract, damage to goodwill, loss of anticipated savings, loss of revenue, loss or damage incurred as a result of third party claims or any indirect or consequential loss howsoever caused.
12.3.3 Subject to Subsections 12.3.1 and 12.3.2, the Company's total aggregate liability under each invoice issued under the Contract (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with the performance or contemplated performance of the Contract or any delay in performance or failure to perform by the Company or otherwise howsoever arising shall be limited to the lesser of (i) the Price paid by the client for the Services provided by the Company under each such invoice issued, or (ii) five thousand Canadian Dollars (CDN $5,000.00).
12.4 Subject to the other provisions of the T&Cs, any claim by the Client against the Company shall be made in writing and notified to the Company within one (1) year of completion of the Services under the Contract by the Company to the Client.
12.5 All Services are undertaken in good faith, to a reasonable standard of care and on a confidential basis. Reports are issued on the basis of information known to the Company at the time that the Services are carried out. Although the Company will use all reasonable efforts to ensure accuracy, the Services depend, inter alia, on the effective co-operation of the Client, its staff and on the information submitted to the Company. Except as required by law, no representation or warranty, whether express or implied or otherwise, as to the accuracy of a Report is given by the Company. All Reports are prepared on the basis that:
12.5.1 There is no responsibility to any person or body other than the Client.
12.5.2 They are not carried out for any particular purpose and no statement is to be deemed, in any circumstances to be or give rise to a representation, undertaking, warranty or contractual condition unless specifically stated.
12.5.3 They are determined solely by the professional analysis undertaken by the Company's staff on each individual Contract and any forecasts by the Company of the results is an estimate only.
12.5.4 The Company is entitled to be paid the Price irrespective of the results or conclusions reached in the Report.
12.5.5 The results of the Services shall address only the items and information submitted, and are not to be regarded as representative of any larger population from which the Sample was taken.
12.5.6 The results are final and approved by the Company. The Company shall be under no liability where the Client has acted on preliminary, unapproved results or advice.
12.6 All time limits, if any, for the provision of the Services are estimates, and no undertaking is given to carry out the Services or to dispatch any Report within any period of time. Time of performance of the Services shall not be of the essence to the Contract.
12.7 The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, causes beyond the Company's reasonable control shall include an Act of God, explosion, adverse weather conditions, flood, earthquake, tempest, fire, accident, war or threat of war, acts or threats of terrorism, sabotage, insurrection, riot, civil disturbance, requisition, acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of the governmental, parliamentary or local authority, import or export regulations or embargos, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
13.1 Data or information generated by the Company Services becomes the property of Client only upon receipt of payment in full by the Company.
13.2 In exercising its rights and performing its obligations under the Contract, the Client, to the extent necessary, shall at all times comply with the Personal Information Protection and Electronic Documents Act (Canada) and any equivalent provincial privacy legislation to the extent applicable (the "Privacy Laws"). To the extent that any personal information (as defined in the Privacy Laws) is processed by the Client, the Client shall at all times take all appropriate technical and organizational measures against unauthorized or unlawful processing of such personal data and against accidental loss or destruction of, or damage to, such personal data.
13.3 If the Company receives a subject access request from a data subject who is identified in the personal information then the Client shall provide the Company with all such assistance as the Company may reasonably require to enable the Company to comply with the subject access request in a timely manner.
13.4 Each party (the "Recipient") shall keep all Confidential Information of the other party (the "Disclosing Party") in the strictest confidence.
13.5 Except for the purposes of fulfilling its obligations under the Contract, the Recipient shall not, without the prior written consent of the Disclosing Party, disclose, divulge or grant access to the Confidential Information which it has received and shall not permit any of its employees, agents or officers to disclose, divulge or grant access to such Confidential Information.
13.6 Notwithstanding Section 13.5, a Recipient may disclose Confidential Information which it has received if:
13.6.1 It is required to do so by any governmental, local government or regulatory authority or by law (but then only to the extent it is strictly required to do so).
13.6.2 It is strictly necessary for the purpose only of obtaining professional advice in relation to the Contract.
13.6.3 It was already known to the Recipient prior to the time of disclosure by the Disclosing Party (where the Recipient can prove the same with documentary evidence).
13.6.4 It is information which subsequently becomes public knowledge other than by breach of the Contract by the Recipient.
13.7 In the event of an information request being made to a Recipient pursuant to any applicable freedom of information legislation in respect of any Confidential Information, then the Recipient shall notify the Disclosing Party and shall not disclose any information until an analysis has been made as to whether the information requested is capable of benefiting from an exemption from disclosure.
13.8 The obligations of the Parties under this Section 13 shall continue to apply without limit of time.
13.9 Should Client use a Company Report, in whole or in part, in such a manner as to involve the Company in legal controversy or to adversely affect the Company's reputation, it shall be the Company's right to utilize any and all Client information, including, but not limited to, data, records, instructions, notations, Samples or documents within the Company's custody and control which relate to the Client for the purpose of offering any necessary defense or rebuttal to such circumstances. While Samples, obtained by the Company or otherwise, are the property of the Client, Client assigns an irrevocable right to the Company to use said Samples for purposes including, but not limited to, quality assurance, internal research, data trending, dispute resolution and training.
14.1 All intellectual property rights (including copyright in records, scientific documentary, primary data or electronic means of handling data) produced during any Service shall belong to and remain the property of the Company unless otherwise expressly agreed as part of the Contract.
14.2 Ownership and copyright in the Report shall remain with the Company. Upon the Client discharging all of its obligations under the Contract, including payment of the Price, the Client will obtain an irrevocable, royalty-free, non-exclusive licence to use the Report (including the right to sublicence), subject to the terms of Sections 11.3, 14.4 and this Section 14.2.
14.3 The Client hereby warrants that it will not use the Report or any other reports, results, or information supplied by the Company for the purposes of advertisement or publication to third parties. Any such issue of the Report or other reports, results or information is permitted under the Contract only with the prior written consent of the Company, who shall have the right to increase the Price where it consents to such advertisement and/or publication.
14.4 The Client hereby undertakes to abide by any regulations imposed by any governmental authority relating to marks, emblems or logos attached to the Reports or any other documents issued as part of the Services.
14.5 The Client shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of a claim that the use of any data, equipment or other materials supplied by the Client for the performance of the Services involves the infringement of any intellectual property rights of any third party.