WHEREAS “LIFT” is a corporation offering certain lift-truck training and related services; AND WHEREAS the “Customer” offers certain lift-truck services and/or related lift devices; AND WHEREAS it is the desire of both LIFT and the Customer that LIFT provide the Customer and the Customer’s selected employees (“Trainees”) with information, materials and basic training relating to the operation of lifttrucks and/or related lift devices (the “Training Services”); NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged by the parties hereto, the parties hereto mutually covenant, declare and agree as follows:
1. SERVICES TO BE PROVIDED
(a) The Customer engages LIFT to provide it and its Trainees with instructional training related to the operation of lift-trucks and/or related lift devices, which is intended to aid the Trainees in obtaining certification.
2. FEES FOR SERVICES PROVIDED
(a) The Customer shall pay to LIFT the fees set out in attached Registration Form, in accordance with the terms and conditions set out within the Registration Form. (b) The Fees shall be invoiced to the Customer upon completion of the Training Services and are payable Net 30.
3. OBLIGATIONS OF THE CUSTOMER
(a) The Customer shall complete the Registration Form. (b) In the event that the Training Services are to be provided at a facility provided and paid for by the Customer, the Customer shall obtain and maintain, at its own cost and expense, at all times during the term of this agreement, insurance in the form and amount satisfactory to LIFT, including without limitations Comprehensive General Liability insurance of not less than five million ($5,000,000) dollars per occurrence insuring LIFT and its officers, directors, employees and agents against liability for damages or personal injuries, including death, and property damage, malicious prosecution, libel, slander, defamation of character, invasion of property, wrongful conviction or wrongful entry based upon or arising out of the provision of the Training Services. The Customer must inform the insurer of the Training Services and this Agreement, and must provide LIFT with reasonable (c) The Customer shall ensure that the equipment as indicated on the Registration Form is available for use at all times during the provision of the Training Services. (d) The Customer shall ensure that the equipment supplied for training as indicated on the Registration Form meets applicable standards and is in good working condition and shall assume all responsibility and liability relating thereto. (e) The Customer shall maintain and provide evidence of its registration and good standing with the WSIB where applicable. (f) In the event that the Training Services are to be provided at a facility provided and paid for by the Customer, the Customer must furnish a safe and accessible environment. There must be suitable facilities for the training, including the physical layout of the classroom, audiovisual and other training equipment, and space for group activities. All facilities used for the Training must meet the requirements in the applicable training program. In addition, the training room and/or training facility will: • be safe and free of obvious hazardous conditions; • have access to water and restroom facilities; • have suitable climate and/or indoor air quality; • meet the accessibility needs of the learners; • have adequate lighting for all training activities; • have sufficient and suitable seating and/or work areas for all training activities; and • have a planned evacuation route and required emergency exits.
4. MATERIALS
“LIFT” operates within the legal framework that governs the industry and understands the importance of transparency in its offerings. While we are dedicated to providing top-tier training, legal constraints prevent us from offering a guarantee of absolute accuracy. The dynamic nature of industries, diverse participant backgrounds, and external factors beyond our control contribute to the complexity of ensuring precision in every outcome. However, “LIFT” is committed to excellence and continually strives to be the best in the industry. Our commitment to quality is evident in the meticulous development of training programs, incorporating the latest industry insights and best practices. We prioritize adherence to legal standards and regulations while maintaining a proactive approach to addressing challenges. Our aim is to empower individuals and companies with the knowledge and skills necessary for success, and we continuously work towards refining and enhancing our training programs to stay ahead of industry trends. By embracing a culture of continuous improvement, “LIFT” endeavors to provide the highest quality training experience within the boundaries of legal considerations.
(a) LIFT offers no guarantee, warranty or representation as to the correctness, reliability, accuracy or freedom from error of its training materials. Further, LIFT disclaims any warranties of merchantability or fitness for a particular use or purpose. (b) LIFT assumes no responsibility in connection with, nor can it be assumed that all safety and health measures are contained within the Materials and /or Training Services or that other or additional measures may not be required in certain circumstances. (c) The Materials, whether in electronic or printed form, are the exclusive property of LIFT and LIFT shall have the exclusive right, title and interest in and to the Materials at all times. (d) Except for use during the provision of the Training Services and future individual reference by the Customer and/or the Trainees, the Customer shall not directly or indirectly disclose, divulge, disseminate, use or copy the Materials without the written consent of LIFT and shall ensure to the reasonable extent possible, that the Trainees do not directly or indirectly disclose, divulge, disseminate, use or copy the Materials without the written consent of LIFT. (e) The Customer shall release, defend, indemnify and hold LIFT, its officers, directors and employees harmless from any and all claims, damages, liabilities, liens or claims of liens, fines, penalties, demands, actions, judicial or administrative proceedings, settlements, losses and/or expenses (including reasonable legal fees, litigations related expenses, and punitive damages) arising out of or related to the provision of the Training Services, any other service provided under this Agreement, and/or the fulfillment (in whole or in part) of any obligation under this Agreement.
5. GENERAL
(a) LIFT shall not be held liable for any delay in providing the Training Services due to circumstances beyond its control including, but not limited to, strikes, lock-outs, labour disputes, weather conditions, casualty, etc. (b) This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and where applicable the laws of Canada. The parties hereto attorn to the jurisdiction of the Courts of the Province of Ontario for the resolution of all disputes hereunder. (c) Neither this Agreement, nor any rights or obligations hereunder may be assigned by either LIFT or the Customer without the prior written consent of the other party, which consent shall not be unreasonably withheld. No consent shall be necessary with respect to any assignment by LIFT to any corporate affiliate. In the event of any change in control or ownership of either or both parties, whether by virtue of acquisition, amalgamation, merger or for any other reason, the rights and obligations of the parties hereto shall ensure to and bind their respective successors in interest. (d) Unless provided herein, this Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a document executed by both parties. (e) Notwithstanding anything set forth herein, this Agreement shall not be construed as evidence of any partnership, joint venture or similar relationship between the parties hereto, each of which remains a separate and distinct entity. Each party shall remain fully and individually liable for all of its acts. Neither party shall be deemed the agent, partner, employee or representative of the other for any purpose contemplated herein. Each party shall remain fully and individually responsible for the fulfillment of its own statutory and/or contractual obligations. (f) This Agreement may be executed in counterparts and by facsimile and such counterparts as so executed shall together constitute one original document, and such counterparts, if more than one, shall be read together and construed as if all the signing parties had executed one copy of the Agreement.
6. CANCELLATION POLICY
Cancellation / Rescheduling A notice of five (5) business days is required to cancel or reschedule without cancellation/rescheduling fees. Any changes within five (5) business days of the scheduled training dates will result in full fees for both the cancelled training and the rescheduled dates. All travel fees incurred by LIFT Training that are non-cancellable will be invoiced to the undersigned as a result of a change or delay in the original training dates. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the effective date of the signatures of the Parties as set out above.