Client Service Agreement
These website terms and conditions of use forhttps://vanexgroup.com/constitute a legal agreement and are entered into by and between you (the “Client”) and VANEX Currency Exchange Co. (“VANEX”, “Company,” “we,” “us,” “our”). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, the “Agreement”), govern your access to and use of, including any content, functionality, and services offered on or throughhttps://vanexgroup.com/(the “Website”).
By using this Website, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with VANEX and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
“Bank”an entity chartered by a provincial or federal government, which receives deposits, pays interest on those deposits, and makes loans and invests in securities based on those deposits.
“Bank Draft”a cheque drawn by one bank against funds deposited into its account at another Bank, authorizing the second Bank to make payment to the individual named in the draft.
“Certified Cheque”a cheque for which the Bank guarantees payment.
“Currency”any form of money, including paper notes and coins, which is issued by a government and is used in public circulation.
“Event of Default”means an Event of Default as defined in Section 14.3 of this Agreement.
“Financial Institution”means an organization that collects funds from the public and places them in financial assets, such as deposits, loans, and bonds.
“Foreign Currency Drafts”means negotiable instruments that are denominated in a currency other than the domestic currency of the country where the financial transaction is taking place.
“Foreign Exchange”means trade of one national Currency for another and takes place “over the counter" and centrally on an inter-bank system.
“Foreign Exchange Rate”the rate at which one Currency may be converted into another. Also known as the rate of exchange or exchange rate or Currency exchange rate
“Hedging”a transaction undertaken for the purpose of mitigating currency risk associated with legitimate commercial or business activity, such as to cover expenses incurred and payable in a foreign currency.
“International Receipt of Funds”means the process or transaction of receiving funds from another country and may involve the receipt of money through international channels, such as incoming international wire transfers or electronic funds transfers (EFTs) from foreign entities or individuals.
“Margin Deposit”a security deposit provided by the client.
“Order Form”means the spot transaction form which VANEX requires to be completed for each transaction entered into with a client, in a form to be determined by VANEX from time to time.
“Parties”mean VANEX and the Client collectively and the Parties shall be referred to individually as a “Party”.
“Payee”an individual who receives a form of payment (i.e. cash, cheque, money order, or promissory note).
“Risk Management Tools and Programs”means tools and programs to assist in: identifying regulatory compliance risks and obligations, including for anti-money laundering and counter-terrorist financing; continuous risk monitoring; key risk indicators, including metrics to identify potential risks; policies and procedures; transaction monitoring; customer due diligence; training programs; risk communication; and documentation and reporting.
“Services”mean the Services provided by VANEX as defined in Section 8.1 of this Agreement.
“Settlement”the finalizing of the sale of a Currency, as its title is transferred from the seller to the buyer, which may also be referred to as “closing”.
“Settlement Date”is the date by which an executed transaction must be settled, by paying for a purchase or by delivering a sold asset.“Speculation”
is the practice of purchasing an asset including the Services (exposing oneself to risk) with the intention of profiting from price fluctuations that occur in the asset (Currency).
“Spot Transaction”means any transaction that does not occur in the forward market and that is intended to be completed at the present market value and be settled on a current basis or within a few days (usually one, two, or three).
“Third Party Cheque”means any cheque that is not made payable to VANEX.
“Transaction”means each instance of a Client accessing Trading Services, each of which is initiated by the submission of a completed Order Form.
“Transaction Confirmation”means the Transaction confirmation as defined in Section 9.1(d) of this Agreement.
“Wire Transfer”an electronic transfer of funds, which includes bank account transfer.
USE OF THE WEBSITE AND ACCOUNT SET-UP AND SECURITY
- The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
- The safety and security of your information also depends on you. Clients are responsible for obtaining their own access to the Website. Clients are required to ensure that all persons who access the Website through a Client's internet connection are aware of this Agreement and comply with it. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.
- Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
- Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
- We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of this Agreement.
- You are prohibited from attempting to circumvent and from violating the security of this Website, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner's ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.
CONDITIONS OF USE
- As a condition of your access and use of the Website, you agree that you may use the Website only for lawful purposes and in accordance with this Agreement.
- The following site content standards apply to any and all content, material, an information a Client submits, posts, publishes, displays, or transmits (collectively, "submit") to the website or to other users or persons (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must also comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service.
- Without limiting the foregoing, you warrant and agree that your use of the Website and any User Submissions shall not:
- Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in VANEX's sole discretion.
- Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.
- Involve, provide, or contribute any false, inaccurate, or misleading information.
- Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the Conditions of Use and User Submissions and Site Content Standards.
- Impersonate or attempt to impersonate VANEX, a VANEX employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
- Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm VANEX or users of the Website or expose them to liability.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
- The content on our Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site.
- Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or up to date. Your use of the Website is at your own risk and neither VANEX nor its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this Website.
- This Website may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by VANEX, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the VANEX. Neither VANEX nor its parents, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
- For your convenience, this Website may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
Representations and Warranties
- The Client hereby represents and warrants to that:
- It has the requisite authority to enter into this Agreement and to carry out its obligations with respect to each Transaction entered with VANEX;
- This Agreement has been duly authorized by the Client;
- This Agreement is binding upon the Client and does not conflict with or violate the terms of any constating documents of the Client or of any agreements to which the Client may be bound;
- No Event of Default has occurred under the terms of this Agreement;
- All information provided by the Client to VANEX pursuant to this Agreement including the provisions of this Agreement is accurate and complete and the client agrees to forthwith notify VANEX if such information changes; and
- The Bank or Financial Institution account the Client pre-authorizes VANEX to debit, from time to time, is in the name of the Client.
- All representations and warranties made by each of the Parties to this Agreement shall be true at the time in which the Parties enter into this Agreement and at the time of each transaction entered into pursuant to the terms of this Agreement.
Services Offered by VANEX
- As a customer of VANEX, the Client may have access to the following services of VANEX:
- Trading services, including:
- International Electronic Funds Transfer;
- Foreign Exchange for immediate delivery;
- International Receipt of Funds
- Foreign Currency Drafts; and
- Any other services VANEX may offer from time to time (the “Trading Services”); and
- Risk Management Tools and Programs (collectively, the “Services”).
- VANEX may modify or discontinue the available Services from time to time in its sole and absolute discretion. VANEX will not be liable to the Client for any loss or damage resulting from the discontinuation or modification of any Services.
Process of Trades and Settlement
- The following procedures will apply to all Services provided pursuant to this Agreement:
- Each Client will be assigned by VANEX to a Foreign Exchange dealer of VANEX. The Client may provide instructions to its designated Foreign Exchange dealer by phone, email, or via the Website.
- The Client will provide VANEX with a list of authorized representatives who may give instructions to VANEX, as well as authorize and consent to any Transaction, on behalf of the Client.
- The Client will be required to complete, sign, and submit an Order Form to their assigned VANEX Foreign Exchange Dealer to initiate a Transaction.
- The proposed terms of each Transaction set out in the Order Form shall be confirmed in a Transaction confirmation sheet (the “Transaction Confirmation”) which VANEX will provide to the Client via email or the Website after receiving an Order Form. The final amount payable by the Client for the Transaction, fees and/or rates, including Foreign Exchange Rates, for each Transaction will be determined in the Transaction Confirmation.
- For each Transaction to be processed, the Client must accept the terms of the Transaction Confirmation and immediately pay VANEX the sum specified in the Transaction Confirmation. The Client may pay VANEX via Bank Draft, Certified Cheque, Wire Transfer, electronic bill payment, cash, interact e-transfer, or by authorizing VANEX to debit the Client’s account with a Bank or other Financial Institution.
- Where monies are owing to VANEX from the Client pursuant to this Agreement or pursuant to any accepted Transaction Confirmation, VANEX will provide the Client with a notice of such outstanding amounts.
- VANEX will use commercially reasonable efforts to process transactions on the day in which they are authorized, but does not covenant, represent, or warrant that transactions will be processed on the day in which they are authorized. The Client will not hold VANEX responsible for processing times or delays caused by Banks or Financial Institutions.
- If the Client wishes to cancel, amend, or reverse a Transaction it must contact VANEX. VANEX will use commercially reasonable efforts to cancel, amend, or reserve the Transaction, all at the cost and for the account of the Client. The Client acknowledges that VANEX may not be able to cancel, amend, or reverse a Transaction once the Transaction Confirmation has been accepted by the Client, in which case the Client remains liable to the terms of the Transaction Confirmation.
Consent to Credit Checks
- The Client agrees to provide VANEX with all necessary banking information that VANEX reasonably requires to provide the services described herein.
- The Client hereby authorizes VANEX to:
- contact the Client’s Bank or Financial Institution to verify the Client’s identity, account information, and any other information which VANEX reasonably requires to provide Services to the Client; and
- obtain a credit report on the Client from a third-party provider.
- The Client agrees that VANEX may refuse, in its sole and absolute discretion, to provide Services or complete any transaction where VANEX suspects that:
- The transaction may breach any law or regulation of the jurisdictions to which the transaction applies, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, S.C. 2000, c. 17 and the regulations thereto.
- The transaction may directly or indirectly involve the proceeds of unlawful conduct.
- The Client agrees to cooperate with VANEX and to provide all information that VANEX requires, in VANEX’s sole and absolute discretion, in order to ensure that VANEX remains compliant with all applicable laws and regulations relating to anti-money laundering and terrorist financing, forthwith upon receiving a request for such information.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
- You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by VANEX, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
- VANEX’s name, VANEX’s logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of VANEX or its affiliates or licensors. You must not use such marks without the prior written permission of VANEX. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
- You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:
- your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
- a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever; and
- one single user copy may be downloaded with any proprietary notices intact, for your own personal, non-commercial use, conditional on your agreement to be bound by our end user licence agreement for such downloads.
- Clients are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
- If you print off, copy, or download any part of our Website in breach of this Agreement, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by VANEX. Any use of the Website not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
No Interest Paid
- Client are not be entitled to be paid or earn interest on any amount provided by the Client to VANEX for any reason whatsoever, including amounts held as deposits or on Margin for a Transaction.
- VANEX may terminate this Agreement without cause at any time upon written notice to the Client.
- Provided that no Event of Default has occurred, all Transactions for which a Transaction Confirmation was accepted by the Client prior to the termination of this Agreement shall be completed and this Agreement shall not terminate until such Transaction has been completed.
- The following shall constitute an “Event of Default” under this Agreement:
- The Client fails to perform or observe any covenant, term, condition, or agreement contained in this Agreement;
- The Client makes or is deemed to have made by or on behalf of the Client any representation, warranty, certification or other statement of fact that provides to be false or misleading on or as of the date made;
- A receiver, receiver manager, interim receiver, proposal trustee, trustee in bankruptcy or similar trustee is appointed over some or all the assets of the Client, without the prior written consent of VANEX; or
- The Client ceases, or threatens to cease, to carry on business in the ordinary course. Termination of this Agreement will not affect any rights or obligations of the Parties that survive the expiration or termination of this Agreement under Section 20.3 and were incurred by the Parties before such termination.
Right of Set-Off
- Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, VANEX may, without prior notice to the Client, apply any monies held by VANEX on behalf of the Client against any liability for which VANEX determines the Client is liable to VANEX or its affiliates, whether either liability is matured or unmatured, or is liquidated or unliquidated, or arises under this Agreement.
- If at any time the Client is indebted to VANEX for any reason under this Agreement or for any other reason, then VANEX shall have the right to apply any monies held by VANEX on behalf of the Client against such indebtedness. VANEX shall not be required to provide notice to the Client of the exercise of such set-off right.
Services May Not Be Used for Speculation
- The Client acknowledges that it may only use the Services for the purposes of Hedging and not for the purposes of Speculation. Any use of the Services provided by VANEX by the Client for the purposes of Speculation shall constitute an Event of Default.
Limitation of Liability
- IN NO EVENT SHALL VANEX OR ANY OF ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT VANEX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, VANEX WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY THE CLIENT DUE TO THE ACTIONS OF ANY UNAUTHORIZED REPRESENTATIVE OF THE CLIENT OR FOR ANY LOSSES OR DAMAGES CAUSED AS A RESULT OF A DELAY IN THE DELIVERY OF FUNDS TO THE CLIENT OR THEIR DESIGNATED PAYEE BY VANEX IN RESPECT OF ANY TRANSACTION.
- IN NO EVENT SHALL VANEX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO THE CLIENT PURSUANT TO THIS AGREEMENT IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE CLIENT’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
- THIS PART 17 SETS FORTH VANEX’S SOLE LIABILITY AND ENTIRE OBLIGATION AND THE CLIENT’S EXCLUSIVE REMEDY FOR ANY ACTION THAT IS BROUGHT AGAINST VANEX.
- Indemnification. Subject to the terms and conditions set forth in this Part 18, the Client (as "Indemnifying Party") shall indemnify, hold harmless and defend VANEX, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, managers, successors, and permitted assigns (collectively, the "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and legal fees, that are incurred by Indemnified Party and/or awarded against Indemnified Party in a judgment or administrative proceeding (collectively, "Losses"), arising out of any third-party claim.
- Indemnification Procedures. Indemnified Party shall give Indemnifying Party a written notice (a "Claim Notice") after obtaining knowledge of any Losses or discovery of facts on which Indemnified Party intends to base a request for indemnification under Section 18.1 (Indemnification). Indemnified Party's failure to provide a Claim Notice to Indemnifying Party under this Section 18.2 does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result from a delay in providing a Claim Notice. Each Claim Notice must contain a description of the third-party claim and the nature and amount of the related Losses (to the extent that the nature and amount of the Losses are known at the time). Indemnified Party shall furnish promptly to Indemnifying Party copies of all material documents and pleadings relating to the Losses.
- Indemnifying Party's duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
- VANEX reserves the right to amend any terms of this Agreement at any time, and such amendments shall be effective immediately upon being provided in writing to the Client.
- Estimates. The Client acknowledges that VANEX may, from time to time, provide an estimate of fees and/or rates, including Foreign Exchange Rates, applicable to the Services. The estimates are not guarantees or fixed price quotations. The fees and/or rates, including Foreign Exchange Rates, applicable to a Transaction will be agreed upon in each Transaction Confirmation thereto.
- Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be, if to VANEX, sent via email to [email protected] and, if to the Client, sent via email to the email address provided to VANEX by the Client when they opened their account on the Website and which they may change on the Website from time to time.
- Survival. Subject to the limitations and other provisions of this Agreement:
- The covenants, representations, and warranties of the Client contained herein shall survive the termination of this Agreement; and
- Part 11, Part 15, Part 17, Part 18, and this Part 20, and the obligations of the client to pay arising in Part 9, as well as any other provision that, in order to give proper effect to its intent, should survive termination, shall survive the termination of this Agreement.
- Assignment. The Client may not assign any of its rights or delegate any of its obligations hereunder without prior written consent of VANEX, which consent will not be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations. Any Change of Control (as defined below) constitutes an assignment for the purpose of this Section. VANEX may assign this Agreement without prior notice or consent.
- Change of Control. “Change of Control” means any of the following:
- A change in the direct or indirect ownership of, or control or direction over, voting securities of the Client, as a result of which, a person, or a group of persons, acting jointly or in concert, is in a position to exercise effective control over VANEX for the first time;
- An amalgamation, arrangement, merger, reorganization, or consolidation or other similar event that shifts voting control of the Client or any successor entity to persons other than the person who had voting control immediately prior to the event; and
- the sale, lease, transfer or other disposition of all or substantially all of the Client’s assets.
- Successors and Assigns. This Agreement is binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.
- Language. All correspondence, agreements, and other communications between the Client and VANEX shall be in the English Language.
- Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Waiver. No waiver by any party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision of this Agreement.
- Time is of the Essence. Time is of the essence in this Agreement.
- Time. Any reference to times shall refer to the local time of VANEX’s head office in Vancouver, British Columbia, Canada.
- Entire Agreement. This Agreement, together with any other documents incorporated herein by reference constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
- Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of British Colombia and the federal laws of Canada applicable therein.
- Interpretation. For purposes of this Agreement, (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) whenever the singular is used herein, the same includes the plural, and whenever the plural is used herein, the same includes the singular, where appropriate; (e) whenever the masculine is used herein, the same includes the feminine, and whenever the feminine is used herein, the same includes the masculine, where appropriate; and (f) the term "ordinary course of business" or any similar phrase shall be deemed to be followed by the words "consistent with past practice.". Unless the context otherwise requires, references herein: (x) to sections, schedules and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
- Force Majeure. No party is liable or responsible to the other party, nor is deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation (each, a "Force Majeure Event"): (a) acts of God; (b) flood, fire, earthquake, tsunami or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labour stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The party suffering a Force Majeure Event shall give notice within 14 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
- Business Days. If any date on which a party is required to make a payment or a delivery under the terms hereof is not a Business Day, then such party will make such payment or delivery on the next succeeding Business Day. A "Business Day" means any day except Saturday, Sunday or any other day on which chartered banks located in Vancouver, British Colombia, Canada, are authorized or required by law to be closed for business.