Terms and Conditions

GENERAL TERMS OF SERVICE: Click here to print Terms of Service

PLEASE READ CAREFULLY AS THIS AGREEMENT CONTAINS (AMONG OTHER THINGS) IMPORTANT RESPONSIBILITIES OF THE SUBSCRIBER AND LIMITATIONS OF LIABILITY IN FAVOUR OF BRANDT.   

This Agreement governs the terms under which Brandt Tractor Ltd. (“Brandt”) will provide access to Brandt’s Reference Station Network services (the “Services”).  By clicking the box below which reads “I HAVE READ AND AGREE WITH THE TERMS ABOVE”, or by accessing the Reference Station Network or using the Services in any way you acknowledge and agree that you have read this Agreement and agree to be bound by its terms (a “Subscriber”).  If you are accepting this Agreement on behalf of a corporation or other business entity, you agree to this Agreement on behalf of such corporation or other business entity and warrant that you have the authority to legally bind such corporation or other business entity to the provisions of this Agreement.  If you do not accept these terms and conditions you are prohibited from using the Services.

1. USE OF SERVICES:

1.1 The use of the Services without a current, valid, fully paid subscription is prohibited. Notwithstanding the foregoing, ownership or use of a receiver provided by Brandt or any other receiver, whether compatible or not, does not guarantee any rights or access to the Services.

1.2 Each subscription is solely between Subscriber and Brandt. Subscriber may not assign any of its rights or obligations under this Agreement without the prior written consent of Brandt.

1.3 The Services may only be used by Subscriber for its own personal and internal operational purposes. Subscriber may not share, resell, transfer, license or otherwise exploit for any commercial purpose the Services (or any portion thereof) without the prior written consent of Brandt.

1.4 Subscriber is solely responsible to acquire, at its sole cost, all necessary network devices and other equipment required to access the Services. Subscriber shall maintain network devices and other equipment (including any equipment acquired from Brandt), in good working order, including, without limitation, regularly calibrating and testing network devices to ensure proper and accurate operation. 

1.5 The Services are available via communications devices equipped to access the Services including, without limitation, a portable exchange memory chip or SIM (Subscriber Identity Module) which permit access to third party communications networks.  Access to third party communications networks is restricted to the coverage area of third party network provider(s) and governed by such third party’s terms of service.  Subscriber agrees to abide by all applicable rules and regulations governing the access to, and use of, such third party network(s). Subscriber further acknowledges and agrees that Brandt is not responsible for any liability, access or network performance issues or concerns related to third party communications networks, and that all such issues must be addressed directly to the third party network provider.

1.6 Subscriber shall not use the Services for any unlawful purpose and shall comply with all applicable local, provincial, federal, and foreign laws, treaties and regulations as may be applicable to Subscriber and Subscriber’s use of the Services.

1.7 Subscriber acknowledges and agrees that use of the Services does not replace Subscriber’s need for careful orienting, good human judgment and proper confirmation of results (such as a surveyor’s certification).

1.8 Subscriber acknowledges and agrees that the Services are available only within such service areas as are established by Brandt from time to time (please see coverage map at www.brandt.ca). Brandt shall have no obligation to establish or continue the Services in any service area.  If Subscriber does not wish to accept the service coverage established by Brandt from time to time, Subscriber may terminate this Agreement as described in paragraph 2.3 below.

2 TERM AND TERMINATION:

2.1 The term of this Agreement (the “Term”) will commence on the earlier of: the date on which Subscriber clicks the box below which reads “I HAVE READ AND AGREE WITH THE TERMS ABOVE” or accesses the Reference Station Network or uses the Services in any way (the “Effective Date”) and will continue for the Term as purchased above (“Initial Term”) unless terminated in accordance with this Agreement.  Following the Initial Term, this Agreement shall automatically renew for successive one year periods.  Monthly subscriptions are not automatically renewed, unless Subscriber selects an alternative Subscription package no later than the date of renewal.  In the case of all renewals, the applicable fees upon renewal will be at the rates in effect at time of renewal (each a “Renewal Term”), unless terminated in accordance with this Agreement.  The Initial Term and the Renewal Term are collectively referred to as the “Term”.

2.2 The occurrence or happening of any one or more of the following events shall constitute an event of default of this Agreement:

(a) if Subscriber fails to make any payment as required by this Agreement including, without limitation, overage charges and subscription fees;

(b) if Subscriber fails to perform or observe any covenant, condition or agreement to be performed or observed hereunder or in accordance with any agreement between Brandt and Subscriber or between Subscriber and any third party network provider which provides access to its wireless network(s); or

(c) if any representation, covenant or warranty made by Subscriber herein or in any document furnished by Subscriber in connection with the Services and this Agreement shall be incorrect, or if Subscriber uses the Services or equipment provided by Brandt in a manner which adversely effects Brandt Services, third party wireless communications networks or any other Subscriber.

2.3 Upon the occurrence of an event of default as outlined in paragraph 2.2, Brandt may, at its option, either terminate this Agreement or suspend the Services or a portion thereof without prior notice.  In the event of termination or suspension, Subscriber shall be liable for the costs incurred by Brandt by the event of default or in the remedying the event of default including, without limitation, the exercise by Brandt of its remedies in respect of the default, and such costs and expenses shall be payable immediately upon receipt of a written invoice or notice from Brandt.

2.4 Notwithstanding the provisions of paragraph 2.1, Brandt and third party network providers reserve the right to (a) limit throughput or the amount of data transferred, or deny, suspend, or terminate the Service or any part, component, or feature thereof, without prior notice, if the Subscriber is in breach of this Agreement or if the Services are used in a manner which adversely affects Brandt service levels or that of third party network service providers or an event of default has occurred; or (b) terminate this Agreement for any reason upon 30 days’ notice to Subscriber, in which case Brandt’s sole liability to Subscriber arising out of such termination shall be to refund to Subscriber any prepaid subscription fees, prorated to include only the months remaining following the effective date of termination of the current  Term.

2.5 Subscriber may terminate this Agreement for any reason by providing written notice to Brandt no less than 60 days prior to the commencement of a Renewal Term of its intent not to renew.  A failure to provide prompt written notice will result in a renewal term of one year (in the case of annual or multi-year subscriptions).  In the case of all terminations, Brandt shall be entitled to retain any and all prepaid subscription fees as liquidated damages, and not as a penalty.  

2.6 If Subscriber is on a multi-year Subscription, the Subscriber may not terminate this Agreement during the Term unless it pays a cancellation charge in an amount equal to the fees remaining for the duration of the Subscriber’s chosen Term (“Cancellation Fees”).  Subscriber acknowledges and agrees that the Cancellation Fees and any retained subscription fees represents a genuine pre-estimate of liquidated damages for loss of revenue resulting from Subscriber’s termination of this Agreement.

3 FEES:

3.1 In addition to a one-time activation fee, Subscriber agrees to pre-pay the subscription fees applicable to the subscription package selected by Subscriber for the Initial Term and to pre-pay the subscription fees applicable to each successive Renewal Term at the rates in effect at the time of the renewal.  A detailed summary of applicable subscription fees is listed in the Shopping Cart. 

3.2 Subscriber agrees to pre-pay the subscription fees applicable to the use of the Services for the Subscriber’s chosen Term including the fees applicable to any Renewal Term at the time of renewal.  Subscriber agrees that such fees are exclusive of applicable taxes, including (without limitation) GST, PST and HST.  

3.3 If, as determined by Brandt, a Subscriber has exceeded its data usage limit corresponding to the subscription (i.e. 500 MB/month), Subscriber agrees to pay data overage charges at a rate of $0.15/MB of data over the affected billing period. Billing will be by invoice from Brandt from time to time and will be in addition to the Service fees set out in 3.1 above.

3.4 Subscriber agrees that any subscription fees paid in advance are non-refundable except as expressly described in paragraph 2.4 above. 

3.5 Subscriber acknowledges and agrees that it shall provide Cancellation Fees to Brandt within 30 days of Termination in the event that this Agreement is terminated prior to the end of the Term.

3.6 Brandt reserves the right to engage a third party payment processing service (i.e. PayPal). Subscriber agrees that Brandt will not be responsible for any liability issues or concerns related to payment services, and that all such issues will be addressed directly to the third party payment processor. Please see the third party payment processor website at: www.paypal.com for terms and conditions of the payment service.

4 WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY:

4.1 To the fullest extent permitted by law, the Services are provided on an ‘as is’ and ‘as available’ basis.  By using the Services you acknowledge and agree that the use of the Services is entirely at Subscriber’s sole risk

4.2  Subscriber acknowledges that Brandt and its service providers cannot and do not guarantee that the Services or access to the Services will always function without disruption or delay and your use of the service is at your sole risk.  Since the Services are facilitated and/or transmitted through public internet networks and public and/or private switched telephony network(s) (as the case may be), Subscriber understands and agrees that there may be service disruptions or outages.  In addition, the Services may be interrupted, and that the validity of the data or calculations obtained from the Services may change or be negatively affected due to issues beyond the control of Brandt including, without limitation, input errors and local environmental conditions such as blockage by trees or buildings or interference from radio transmissions or atmospheric conditions.

4.3 BRANDT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES INCLUDING, WITHOUT LIMITATION, (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, (ii) COMPLIANCE WITH ANY DESCRIPTION, (iii) THAT THE SERVICES, INFORMATION OR DATA AVAILABLE WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE OR TIMELY, (iv) THAT THE SERVICES WILL BE UNINTERRUPTED, UNDELAYED OR ERROR FREE, (v) THAT DEFECTS OR ERRORS WILL BE CORRECTED, (vi) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS, or (vii) THAT COMMUNICATIONS WILL BE SECURE, OR (viii) THAT THE SERVICES DO NOT INFRINGE THIRD PARTY RIGHTS.  ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  

4.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRANDT (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) BE LIABLE TO THE SUBSCRIBER OR ANY THIRD PARTY FOR ANY DIRECT (EXCEPT AS PROVIDED IN PARAGRAPH 4.5 BELOW), INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER OR FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF REVENUE, LOSS OF REPUTATION, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, OR FOR ANY BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR SUBSCRIBER’S USE OF OR INABILITY TO USE THE SERVICES, OR FOR ANY OTHER DAMAGE BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY REGARDLESS OF THE CAUSE, EVEN IF BRANDT KNEW OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BRANDT HEREBY DISCLAIMS, AND WILL NOT BE LIABLE FOR, ANY LOSS OF, UNAUTHORIZED ACCESS TO, OR USE OF, OR DISCLOSURE OF DATA OR SUBSCRIBER INFORMATION THAT IS NOT DUE TO A BREACH OF ANY PROVISION OF THIS AGREEMENT BY BRANDT.

4.5 The liability of Brandt in connection with this Agreement, Subscriber’s use of the Services or any other circumstance giving rise to liability shall be limited to direct damages only to the extent arising out of Brandt’s gross negligence or wilful misconduct and such direct damages shall not exceed (in the aggregate for all claims) five hundred (C$500.00) Canadian dollars. Subscriber acknowledges and agrees that the exclusions and limitations of liability described above:

(a) apply to any and all causes of action whatsoever including (without limitation) breach of contract (including without limitation fundamental breach), strict liability, tort (including without limitation negligence), breach of any duty, or any other legal or equitable theory;

(b) apply even if Brandt has been advised of the possibility of the damages arising;

(c) shall enure to the benefit of Brandt and its employees, contractors, consultants, officers, shareholders, directors, affiliates, licensors and service providers; and

(d) are reasonable and reflected in the pricing set by Brandt.

4.6 Subscriber hereby agrees to defend, indemnify, and hold Brandt, its employees, contractors, consultants, officers, shareholders, directors, affiliates, licensors and service providers, harmless from and against any and all claims, actions, proceedings, liabilities, judgments, penalties whether civil or criminal, and all costs, liabilities and expenses (including, without limitation, legal fees) arising out of or relating to:  (a) a breach of this Agreement; (b) the use or misuse of the Services; or (c) any violation of law or third party rights in connection with Subscriber’s use of the Services or which is otherwise permitted, directly or indirectly, by Subscriber.

5 IP RIGHTS:

5.1 For the purpose of this section, “IP Rights” means (a) patents, pending patent applications, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, data, database rights, know-how and confidential and proprietary information; (b) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (c) applications, extensions and renewals in relation to any such rights.  Any and all IP Rights in the Services are and shall remain the exclusive property of Brandt or its licensors and service providers. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, the Subscriber.    

6 PRIVACY AND DATA:

6.1 Brandt is committed to respecting the confidentiality of personal information. Any collection, use or disclosure of personal information by Brandt is subject to the Brandt Privacy Policy, a copy of which can be found here: www.brandt.ca/Pages/Privacy-Policy.aspx Subscriber hereby agrees to comply with its security responsibilities as outlined in the Brandt Privacy Policy, a copy of which can be found at the above web address.

7 FORCE MAJEURE:

7.1 Brandt shall be excused for any delay or failure to fulfill its obligations under this Agreement due to causes beyond its control, including but not limited to, telecommunication service outages, satellite outages, natural disasters, acts of government, acts of terrorism (foreign or domestic), labour strikes of other entities, acts of war, civil disturbances or court order.

8 MISCELLANEOUS:

8.1 This Agreement contains the sole and entire understanding between Subscriber and Brandt relating to the Services and supersedes any other agreement (whether oral or written) between Subscriber and Brandt relating to the Services, unless specifically agreed to, in writing, by Brandt.  Brandt objects to and rejects any terms or conditions contained in any document which has or may in the future, be supplied by Subscriber to Brandt which terms and conditions are in addition to, different from, inconsistent with, or attempt to vary any of the terms and conditions of this Agreement, whether such terms or conditions are set forth in a Subscriber purchase order or otherwise.

8.2 If any individual provision or any part thereof, of this Agreement is deemed invalid or unenforceable, then such provision or part thereof, shall be severed from this Agreement and the other provisions shall remain in full force and effect.

8.3 A term or condition of this Agreement may only be waived or modified in writing by Brandt.  Delay or forbearance by Brandt shall not constitute a waiver of the term or condition to be performed, and Brandt may invoke any remedy available under this Agreement or by law despite such delay or forbearance or indulgence. 

8.4 Brandt reserves the right to adjust the Services at any time in order including, without limitation, changes to subscription fees or changes to conform to legal or regulatory obligations or requirements as determined by Brandt at its sole discretion. If Subscriber does not wish to accept the adjusted Services, Subscriber may terminate this Agreement as described in paragraph 2.5 above.

8.5 This Agreement is binding on the parties and their respective successors and assigns. 

8.6 This Agreement shall in all respects, be construed according to, and the rights and liabilities of the parties hereto shall in all respects be governed exclusively by, the laws of the Province of Saskatchewan. The Subscriber irrevocably submits and attorns to the exclusive jurisdiction of the courts of the Province of Saskatchewan with respect to any adjudication of rights hereunder, without regard to its conflict of laws provisions.

8.7 Any terms of this Agreement that by their nature extend beyond its expiration or termination shall survive any such expiration or termination including (without limitation) those related to governing law and jurisdiction, indemnification, IP Rights, limitations of liability, payment obligations and warranty disclaimers.

9 SERVICE ACTIVATION:

9.1 Subscriber’s access to the Services will be activated only after: (a) this completed Agreement has been received by Brandt bearing the electronic signature of an authorized signing officer of Subscriber; (b) the Agreement has been accepted by Brandt; and (c) payment has been received in full on the basis of the selected the applicable subscription plan.  The Subscription is valid for the Term provided that all applicable fees are provided in advance to Brandt in accordance with this Agreement.

 

ACKNOWLEDGEMENT

I acknowledge that by clicking the “I HAVE READ AND AGREE WITH THE TERMS ABOVE” box below I am intending to provide an electronic signature and, where I am acting on behalf of a company, I confirm that I have the authority to sign this Agreement on behalf of that company.  If you do not agree to the above terms and conditions, you will not be authorized to access to the Services.