Tofino Delivery Terms of Service Agreement

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This Service Agreement (the “Agreement”) is entered into the effective date (submitted below) by and between the “Customer" and Tofino Delivery Inc. the service provider, also individually referred to as the “Party”, and collectively the “Parties”.

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1. Payment. The Customer agrees to pay the Service Provider monthly upon invoicing as payment for the Services provided the previous month. The Service Provider shall submit an invoice to the Customer every 30 days. Invoices shall be paid within __7__ days from the date of the invoice. Payments may be made by credit card/debit.

2. Term. The term of this Agreement shall commence on the Effective Date, as stated above, and continue unless otherwise terminated with one months’ notice per the terms of this Agreement.

3. Termination.

   1. Either Party may terminate the Agreement at any time upon 30 days prior written notice to the other Party.  In the event the Customer terminates the Agreement, the Customer shall still remain obligated to pay the Service Provider for any Services performed up to the date of termination and any expenses approved, but not paid, prior to the date of termination. In the event the Service Provider terminates the Agreement, 30 days prior written notice will be issued to Customer.  This Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement and all payments have been received.  

4. Relationship of the Parties.

   1. No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement.  The Parties agree they are free to enter into other similar agreements with other parties.  The Service Provider agrees the Service Provider will not enter into any agreements that conflict with the Service Provider’s obligations under this Agreement.

   2. Independent Contractor. The Service Provider is an independent contractor.  Neither Party is an agent, representative, partner, or employee of the other Party.

5. Dispute Resolution.

   1. Choice of Law. The Parties agree that this Agreement shall be governed by the province and/or Country in which the duties of this Agreement are expected to take place. 

   2. Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.

   3. Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.

   4. Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing Party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

6. General.

   1. Assignment.  The Parties may not assign their rights and/or obligations under this Agreement.

   2. Complete Contract.  This Agreement constitutes the Parties entire understanding of their rights and obligations.  This Agreement supersedes any other written or verbal communications between the Parties.  Any subsequent changes to this Agreement must be made in writing and signed by both Parties.

   3. Severability.  If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of this Agreement will still be enforceable.

   4. Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.

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