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This Master Services Agreement (“Agreement”) sets forth the general terms and conditions under which LAN CRM Consulting Inc. (dba Tinker Time Labs) (“Consultant”, “we”, “our”, "Company") provides consulting, advisory, implementation, and related services to our clients (“Client”, “you”, “your”).
This Agreement applies to all services delivered by Tinker Time Labs and is incorporated by reference into all project contracts, retainers, and Statements of Work (SOWs).
1. Scope of Services
We offer a variety of services, including but not limited to:
Each engagement will be defined in a Statement of Work (SOW). The SOW governs the specific services, deliverables, payment terms, and ownership rights for that project. If there’s any conflict between this Agreement and an SOW, the SOW will take precedence.
2. Fees & Payment Terms
Fees are outlined in each individual SOW. They may be structured as:
Unless otherwise stated, invoices are due within 14 days of issue. A 1.5% monthly interest may apply to overdue balances.
3. Confidentiality
Both parties agree to protect each other’s confidential information and not share it without written consent. Confidentiality obligations remain in effect for two (2) years after the engagement ends.
4. Intellectual Property
Ownership of deliverables will be clearly stated in the SOW. By default:
5. Limitation of Liability
To the maximum extent permitted by law, our total liability under this Agreement is limited to the amount you paid to us in the three (3) months before the issue arose. We are not liable for indirect or consequential damages.
6. Relationship of Parties
You acknowledge that we are an independent contractor and not an employee, partner, or agent. Nothing in this Agreement creates a joint venture or fiduciary duty.
7. Respectful Working Environment
We are committed to a respectful, inclusive, and collaborative environment. We do not tolerate harassment, discrimination, verbal abuse, or toxic conduct of any kind.
We maintain a “no-asshole policy”. If a client’s behaviour violates our core values of respect, psychological safety, or integrity, we reserve the right to immediately terminate the engagement.
8. Termination
Either party may terminate an engagement at any time with 30 days’ written notice. Immediate termination may occur in the event of breach, misconduct, or failure to pay.
Upon termination, any outstanding fees for work performed will be invoiced and payable.
9. Governing Law & Dispute Resolution
This Agreement is intended to be honoured in good faith by both parties, regardless of geographic location.
In the event of a dispute, both parties agree to first seek a resolution through informal dialogue and good faith negotiation. If a resolution cannot be reached, the parties will proceed to mediation using a mutually agreed-upon neutral third party.
Formal legal proceedings (including litigation) shall be considered a last resort.
This Agreement shall be governed by the laws of the Province of Ontario, Canada, unless otherwise agreed in writing. However, this choice of law shall not affect the commitment to resolve disputes through non-adversarial means whenever possible.
10. Updates to This Agreement
We may update this Agreement from time to time. The latest version will always be available at https://tinkertimelabs.com/master-services-agreement. Continued use of our services constitutes your acceptance of the current version.
Questions?
If you have any questions about this Agreement, feel free to contact us at:
Effective Date: January 2025
Copyright © 2025 Tinker Time Labs - All Rights Reserved.
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