IrvTech Projects Inc.

Terms and Conditions

Our Terms and Conditions

Internet Connectivity at the Live Event Venue, if Onsite or Hybrid

This Quotation is made on the assumption that onsite venue connectivity will be provided by the Client. Unless stated otherwise, IrvTech Projects Inc. typically requires a minimum of 100 Mbps upstream/100 Mbps downstream connectivity with a static public IP address that is direct to the internet with no firewall intervention. If you are unable to meet these requirements, please notify IrvTech Projects Inc. immediately.

Acceptance of Terms and Confirmation

This document, which includes the Quotation for our engagement and the Terms and Conditions found below, is intended to record the terms of the Contract between IrvTech Projects Inc. and you, as IrvTech Projects Inc.’s Client. Accordingly, we ask that you carefully review the entire document before signing. If you have any questions regarding the terms of the Contract, please do not hesitate to contact IrvTech Projects Inc. and we will do our best to answer as promptly as possible. Please feel free to have the Contract reviewed by independent counsel before you sign it.

If you are in agreement with IrvTech Projects Inc.’s Terms and Conditions, please sign the Quotation in the space provided on the last page, and return a copy of the Quotation, as signed, to IrvTech Projects Inc. via email at sales@irvtech.com. Alternatively, if time permits, you may return a signed copy of the document to IrvTech Projects Inc. at the address set out on the Quotation.

We cannot begin working until we have your Contract in place. So, in order to ensure that there is sufficient time for us to provide the required planning, please review, sign and return your signed acceptance to us at your earliest convenience.

We appreciate that changes to the scope of work set out in our Quotation may become necessary at any time prior to or even during an event. If circumstances should arise that require a change in our contractual terms, we will let you know in a timely manner and get you to review, acknowledge and confirm any necessary changes at that time.

We thank you for the opportunity to provide our services and look forward to working with you and your team on your upcoming event.

Deposit & Payment

A 50% deposit is required on all orders unless specified otherwise. All such deposits must be received at least 21 calendar days prior to the Event Load-in or Start Date shown on our Quotation. Failure to submit a deposit may result in additional costs and/or delays in setup or termination of this Contract.

Unless a credit account is established and is in good standing, all orders are payable in full prior to the Event Load-in or Start Date. Any amount of the order that exceeds the Client credit limit shall be payable in full prior to the listed Event Start Date on the Quotation.

If you fail to make a payment when due, interest will accrue on any unpaid balance from the date due until the date it is paid at the rate of 10% per annum, compounded annually.

***Please make sure to review our Terms and Conditions as these will be binding on you as IrvTech Projects Inc.’s Client and will govern the relationship between you and IrvTech Projects Inc.***

Schedule ‘ A’

Standard Terms and Conditions

Definitions

1. These Standard Terms and Conditions, together with the attached Quotation, record the terms of the contract between the Client and IrvTech Projects Inc. (the “Contract”). In this Contract, the term “Client” means the party named at the top of page 1 of the Quotation. The term “Quotation” means the proceeding Virtual Event or Webcast Production Services Quotation. The term “Equipment” means the equipment listed in the Quotation. The term “Services” means the services to be supplied by IrvTech Projects Inc. under this Contract. “Event Load in Day” means the date Equipment is installed at the location of the event. “Event Start Date” means the date the event starts. “Project Start Date” means the date the project starts. “Contract Price” means the total charges for Services and Equipment shown on the Quotation, net of taxes. The term “Claims” has the meaning set out in section 5 of this Contract. Capitalized terms not otherwise defined in this section have the meaning ascribed to them in the Quotation or in the body of these Terms and Conditions.

Responsibility for Lost or Damaged Equipment

2. Responsibility for the full replacement value of the Equipment rented shall be borne by the Client at all times during the period of engagement under this Contract, notwithstanding the fact that IrvTech Projects Inc. staff and/or personnel may a) be on-site with the Equipment, b) handle, set up and dismantle the Equipment and/or c) damage the Equipment in the course of the foregoing. Without limiting the generality of the foregoing:

(a) The Client shall be completely responsible for any loss of and/or damages whatsoever to any of the Equipment, however caused, whether through the fault of the Client, IrvTech Projects Inc. or otherwise, except gross negligence on the part of IrvTech Projects Inc., and the Client will be responsible for all costs of replacement, maintenance and/or repair of such Equipment, including, without limitation, any applicable insurance deductible. All repairs or replacements of or to the Equipment shall be deemed accessions to the Equipment and shall enure to the benefit of IrvTech Projects Inc..

(b) The Client will pay IrvTech Projects Inc. the full rental rates for any lost or damaged Equipment during any period it is unavailable for rental while undergoing replacement or repairs.

(c) If damaged Equipment cannot be repaired or if the cost of repair, in IrvTech Projects Inc.’s judgment, exceeds reasonable market value of the damaged Equipment, the Client will be responsible for the full cost of acquiring equivalent, new equipment, or its successor technology, without deduction for depreciation.

(d) IrvTech Projects Inc. will have the right to request payment in advance for the repair or replacement of lost or damaged Equipment and the Client will provide same, within five (5) days of receipt of such request.

3. The Client agrees that it will not remove any labels from the Equipment at any time.

Insurance

4. Insurance for the full replacement value of the Equipment is the responsibility of the Client. The Client will ensure that its insurance coverage is sufficient to cover the full replacement value of any Equipment provided by IrvTech Projects Inc. under the Contract and that such insurance includes the value of any Equipment provided by any other supplier for the same time period. If requested by IrvTech Projects Inc., the Client will provide evidence of such insurance within two business days of such request.

Indemnity

5. The Client agrees that it will use the Equipment at its own risk and, as such, agrees to indemnify IrvTech Projects Inc. and hold IrvTech Projects Inc. harmless from and against any and all Claims arising out of or resulting from:

(a) any property loss or damage, injury to persons or death caused by or arising from, out of, or in connection with the actual or alleged use, operation, delivery, transportation or storage of the Equipment;

(b) any impairment or pollution of or damage to the environment caused by or arising from the installation, use, operation, maintenance or lack thereof, misuse or over-use of the Equipment or due to or arising from any failure by the Client to comply with, or any act by the Client in violation of, any term, condition or restriction of any license, permit, consent or similar document issued in respect of the Equipment or the operation thereof; or

(c) the contraction of infectious disease, including but not limited to COVID-19, by any third party, including but not limited to current or former agents, employees, or subcontractors of IrvTech Projects Inc., at or during any event or meeting in relation to which IrvTech Projects Inc. provides services to the Client, provided that the Client or the Client’s employees, agents or assigns were in physical possession of the premises, or had responsibility for, and control over, the condition of the premises, the activities conducted on the premises, or the persons allowed to enter the premises, at or in which the contraction of the disease occurred or is alleged to have occurred.

In this Contract, the term “Claims” means any and all legal proceedings, and includes all allegations, demands, actions, suits, proceedings, claims, disputes, investigations, arbitrations, orders, summons, citations, directives, charges, demands or prosecutions (whether legal or administrative), and any costs and damages resulting or arising from those legal proceedings, including expenses, penalties, fines or other liabilities (including, without limitation, court costs, reasonable outside counsel fees and, to the extent retained as experts, accountants’ fees and disbursements), as well as interest, penalties and amounts paid in settlement, and includes indirect, third party, consequential, special, punitive, aggravated and exemplary damages.

6. If the Client fails to perform any of its obligations under this Contract, IrvTech Projects Inc. may, but shall not be obligated to, perform any of those obligations on behalf of the Client, and Client shall pay to IrvTech Projects Inc., immediately upon written demand, an amount equal to the expense incurred by IrvTech Projects Inc. in performing those obligations.

Limited Liability of IrvTech Projects Inc.

7. The Client hereby waives any and all rights of action with respect to physical injury or damage to property caused by any action of IrvTech Projects Inc. or any of its directors, officers, employees or agents in carrying out the services, and the Client assumes any and all risks associated with such damages by entering into this Contract, save and except for damages resulting from the gross negligence or willful misconduct of IrvTech Projects Inc. or its representatives. Without limiting the generality of the foregoing, the Client specifically waives any and all rights of action against IrvTech Projects Inc., including third-party claims for indemnity, with respect to injury, illness, or economic loss arising from the contraction of infectious disease, including but not limited to COVID-19, at or during any event or meeting at which IrvTech Projects Inc. provides services to the Client or which is attended by any agent, employee, subcontractor, or other representative of IrvTech Projects Inc..

IrvTech Projects Inc. assumes no responsibility for any circumstances such as acts of God, power failures, power spikes/surges or malfunction or interference of systems supplied by others or performance of the Equipment under extreme conditions.

The Client agrees to make best efforts comply with all laws, statements, declarations of emergency, directives, orders, guidelines, and recommendations issued, from time to time, by public health or government officials, courts, or other authorities regarding the spread of COVID-19 locally, nationally, and internationally, at or during any event or meeting in relation to which IrvTech Projects Inc. provides services to the Client. IrvTech Projects Inc. assumes no responsibility for the compliance with or enforcement of the foregoing measures regarding the spread of COVID-19 at or during any such event or meeting.

IrvTech Projects Inc. is not liable under any special, indirect, punitive, incidental, exemplary or consequential damages including, without limitation, loss of profit or revenue, cost of substitute goods, loss of time or any other losses incurred or allegedly incurred by the client as a result of or in connection with the services and/or equipment being provided hereunder. IrvTech Projects Inc. shall not be liable for any personal injury or property damage resulting from the handling, possession or use of the equipment provided. Without limiting the generality of the foregoing, in no event shall the liability of IrvTech Projects Inc. under this contract, whether in contract, tort, product liability or otherwise, exceed, in the aggregate, the amount paid by the client to IrvTech Projects Inc. at the time the alleged liability arises.

Arrangements with Facility Operators

8. The Client hereby irrevocably authorizes IrvTech Projects Inc. to make all arrangements with the applicable facility(ies) as agent for the Client for internet connectivity, tables, chairs and/or risers, as they relate to the Services. Furthermore, the Client herewith provides express instruction that the facility is to be advised to invoice the Client directly for all such charges.

Cancellation Policy

9. In the event of cancellation of this Contract by the Client prior to the Project Start Date or Event Load in Day, the Client will pay IrvTech Projects Inc. a cancellation fee calculated as a percentage of the Contract Price, plus applicable taxes, on the following scale:

(i) 15 days + : 0%

(ii) 7 - 14 days: 25%

(iii) 2 - 6 days: 50%

(iv) 48 hours or less: 100%

10. If IrvTech Projects Inc. incurs unanticipated labour, planning, advisory, administrative or other out-of-pocket expenses as a result of the early cancelation of this Contract by the Client, IrvTech Projects Inc. reserves the right to claim such additional expenses from the Client in addition to the Cancellation Fee.

11. IrvTech Projects Inc. reserves the right to withhold Services until all terms and conditions, such as proof of insurance, deposit and or payments received, or other terms and conditions contained herein have been met to the satisfaction of IrvTech Projects Inc.

Miscellaneous

12. No waiver, alteration or modification of any of the provisions hereof shall be binding on IrvTech Projects Inc. unless made in writing and agreed to by a duly authorized officer of IrvTech Projects Inc. Waiver by either party of default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.

13. The terms and conditions set forth herein contain the entire agreement between the parties and all proposals, negotiations, representations, recommendations, statements or agreements made or entered into prior to or contemporaneously with this Contract, except as specifically agreed to in writing by a duly authorized officer of IrvTech Projects Inc. after the date hereof, whether oral or in writing, are excluded.

14. If any provision of this Contract is held to be invalid or unenforceable by a court having jurisdiction over this Contract, the affected provision shall be deemed severed and the remainder of the provisions of this Contract shall continue in full force and effect, and in such event, the parties shall use their commercially reasonable efforts to negotiate amendments to this Contract that are necessary to achieve the intent and purpose of such severed provision.

15. This Contract shall be governed by and construed and interpreted in accordance with the laws of the Province of British Columbia.

16. The Client acknowledges and agrees it has had full opportunity to review this Contract and that it fully understands the terms of, and the nature and effect of its obligations under, this Contract.

I have read and understand the above terms and conditions and have the authority to bind the Client to this contract. I understand that the above terms and conditions contain a waiver of liability which may limit my rights to bring an action against IrvTech Projects Inc.