Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY PURCHASING A PRODUCT OR SERVICE FROM REAGENCY SYSTEMS CORP. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE, FROM TIME TO TIME AT OUR SOLE AND ABSOLUTE DISCRETION.

These terms and conditions are applicable to the sale by Reagency Systems Corp. (referred to hereafter as Reagency) of all products including those listed on Reagency's Web site and/or Order Forms and any other services Reagency may perform. Reagency will not accept any other terms and conditions of sale. The named contact(s) and/or the credit cardholder represents and warrants that they are a representative of and have the authority to bind the company/brokerage (referred to hereafter as Buyer) on whose behalf they have executed this agreement. Unless the Buyer and Reagency have executed a master contract which specifically supersedes and replaces these terms and conditions, acceptance of all purchase orders is expressly made conditional upon Buyer's assent expressed or implied to the terms and conditions set forth herein without modification or addition.

Acceptance
Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product or Services from Reagency; (b) Buyer's acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer.
Reagency's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by Reagency. Reagency's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be Reagency's acceptance or approval thereof.

Conditions of Sale
i. Prices. The Buyer agrees to pay Reagency the amount shown on the invoice.
ii. Taxes. Prices charged or quoted do not include GST/HST/QST, provincial sales tax, customs duties or any other charges or levy charged or imposed on merchandise or services by any federal, provincial or municipal authority (collectively "taxes").
Federal, Provincial or Municipal taxes where applicable, will be added to the prices quoted where exemption documentation is not provided by the Buyer in advance.
iii. Type of Sale. Reagency’s products and services are business products/services and are not sold, provided or licensed to consumers. Buyer acknowledges that this purchase is a Business-to-Business transaction.
iv. Media. Buyer agrees not to resell any physical media (CDs, manuals, etc.) for more than the lessor of what was paid for the media or the current price posted on Reagency's website. Buyer acknowledges that physical possession of media  is not a license for the software stored on it.  Buyer acknowledges that the sale of media does not transfer the software license. Buyer agrees not to directly or indirectly rent any media.  Buyer agrees to turn over to Reagency any rental fees or monies received for the sale of media in excess of the amounts entitled to Buyer.

Delivery Terms
i. Multiple Orders. Orders for multiple items may be shipped together.
ii. Delivery. F.O.B. Shipping Point. Shipping terms are F.O.B. Reagency's warehouse.
iii. Loss or Damage on Shipments. All risk of loss or damage with respect to products shall pass to Buyer upon delivery by Reagency to the carrier. Reagency shall not be responsible for any loss, damage or pilferage sustained in transit. Claims of such character or claims in respect to shortages or rejection should be made promptly by the Buyer to the carrier and Reagency in writing with sufficient detail of a claimed occurrence within 48 hours after delivery. Valuation of shipment will be at carrier's standard rates.
iv. Delays. Reagency shall not be liable for any shipment delays beyond the reasonable control of Reagency which affect Reagency or any of Reagency's suppliers including, but not limited to, delays caused by unavailability of or shortage of products from Reagency's suppliers, natural disasters, acts of war, acts of omission of Buyer, fire, strike, riot or government interference, unavailability or shortage of materials, labour, fuel, or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
v. Title. Delivery of goods to a carrier shall constitute delivery to the Buyer and, regardless of freight payment and method, all risk of loss or damage in transit shall pass to the Buyer at that time. Title to goods shall pass from Reagency to the Buyer when Reagency has been paid in full and Buyer hereby grants to Reagency a security interest in the goods until payment in full. All goods shall continue to be personally notwithstanding their mode of attachment to realty to other property. If default is made in any of the payments herein Reagency may retain any partial payments which have been made, as liquidated damages and Reagency shall be entitled to the immediate possession of the goods and shall be free to enter the premises where the goods may be located, and remove them as Reagency's property, without prejudice to Reagency's right to recover any further expenses or damages Reagency suffer by reason of such non-payment.
vi. Electronic delivery. Orders with electronic only (download) delivery shall be deemed delivered when an email containing a download link is sent by Reagency to the email address supplied by Buyer. Buyer accepts sole and absolute responsibility to ensure that the email address supplied to Reagency is accurate, valid, private and that any junk/spam or other filer(s) employed are configured to allow receipt of email messages from Reagency. Reagency is not responsible for the failure of email communications reaching Buyer or for the inadvertent disclosure of private and confidential information to third parties due to Buyer's failure to provide an accurate, secure and private email address. Reagency will not be responsible in the event email notifications do not reach Buyer's email address in real time nor for any consequences resulting from a delay in receipt or failure to receive an email communication. Buyer shall notify Reagency within 24 hours if the email containing the download link has not been received. Download links are valid for 7 calendar days starting with the date sent. Reagency is not obligated to replace a lost or expired download link but may do so at Reagency's sole and absolute discretion for a fee. If Buyer provides a mobile email address, Buyer understands that Reagency will use this address for email communications with Buyer. Reagency is not responsible for any fees charged by the mobile carrier or any third parties in association with using Buyer's mobile email or mobile device. Buyer accepts sole responsibility for making a backup of the downloaded product.
vii. Customer Pick Up. Products are not available for customer pick-up.

Terms of Payment
i. Terms. All prices quoted and all payments shall be in Canadian dollars unless otherwise specified. All orders must be pre-paid by either negotiable cheque, money order, VISA or MasterCard. If a credit card transaction is declined or cannot otherwise be processed, the credit cardholder authorizes and directs Reagency to retry/resubmit the transaction as may be required. The credit cardholder agrees not to dispute this purchase with their card issuer and agrees to use the remedies described herein. A non-refundable fee of not less than $500 will be charged to process a credit card dispute in addition to any/all other fees, interest and costs/expenses described herein.
ii. Liability for Payment. The Buyer, each named contact and credit card cardholder/cheque signatory(ies) agree to be jointly and severally liable for any and all sums due directly or indirectly, currently or subsequently, in connection with this purchase.
iii. Fees and Interest. The Buyer agrees that should any payments not be made when due, then a late fee of $75 plus compound interest on such overdue payments shall be paid by the Buyer at the rate of three (3%) percent per month, forty-two point six (42.6%) percent per annum, until the price, including service charges, has been fully paid but this shall not be construed as obligating Reagency to grant any extension of time in the terms of payment.
iv. Right of Set Off. Reagency reserves the right to use any or all of the monies received from Buyer to pay any debts or other obligations (including any contingent obligations) Buyer owes Reagency whether in the same or other currency. Buyer agrees to allow Buyer to use some or all of the money to buy any currencies that may be necessary to pay debts that you owe us.
v. Dishonoured Payment. In the event that any cheque or other payment instrument is dishonored at any time for any reason by any means, a service charge of $125 plus interest as hereinbefore described will be applied to the account.
vi. Action or Proceeding. If legal action or any proceeding or demand is brought or made by Reagency for recovery or possession of Reagency Products or for the collection of any purchase price or other sums payable to Reagency a non-refundable fee of not less than $500 and any and all costs/expenses, incurred therein, including all solicitor's fees in respect thereof on a solicitor and client basis.

Special Conditions
i. Order Changes & Cancellation. All sales are final and are non-refundable; once an order has been submitted or processed, it may not be changed or cancelled.
ii. Returns. Reagency's products, due in part to their nature are not returnable. Reagency shall not be responsible for unauthorized materials sent to them.
iii. Software Products. Buyer acknowledges that Reagency's software products are licensed and not sold and have accompanying license agreements which the Buyer may request to receive a copy of prior to purchase.
iv. Professional Conduct. Buyer and all persons each agree that any breach of this agreement or the license agreement that accompanies software products is both dishonourable and unprofessional conduct subject to action under the provisions of their respective provincial legislation and/or the bylaws and rules of the real estate association(s) and/or real estate board(s) that they are a member of.
v. Use of Information. The information contained in this website or in our products is not intended to provide specific legal, accounting, financial, or tax advice for any individual or entity and should not be relied upon in that regard.
vi. Restricted Products, easyOFFER only:  Purchases of easyOFFER in are restricted to registrants under the Ontario Real Estate and Business Broker's Act (REBBA) that are members in good standing of the Ontario Real Estate Association (OREA) and/or the Toronto Real Estate Board (TREB). (a) Buyer acknowledges that Buyer's registration status may be verified with the Real Estate Council of Ontario (RECO) and membership status with the OREA before the order is released. (b) Buyer covenants and agrees with Reagency Systems Corp., the Ontario Real Estate Association (OREA) and the Canadian Real Estate Association (CREA), that Buyer is presently a member in good standing of the OREA and agrees that if and when Buyer ceases to be a member in good standing of OREA, that Buyer shall immediately cease using easyOFFER or any unused forms produced by it bearing any trademarks or certification marks which are the subject of proprietary rights owned by OREA or CREA. (c) If the Buyer fails to meet these qualifications Buyer agrees to pay Reagency an administration fee for verifying Buyer's purchase eligibility plus all other costs/expenses incurred. (d) Buyer acknowledgers and agrees that the software may not include any form templates and that the Buyer may be required to provide OREA form templates to the software in order to use the software (e) Buyer hereby consents to the collection of my name, address and information regarding Buyer's membership in OREA and regarding Buyer's use of the software on behalf of OREA and CREA for the purpose of calculating royalties that may be payable and for the purpose of ensuring Buyer is eligible to be a user of easyOFFER and enforcing this covenant and agreement. (f) If the Product is a Toronto Real Estate Board (TREB) edition then the terms and conditions of the preceding paragraphs (a), (b), (c), (d) and (e) shall be extended to include TREB..

Electronic Communication
i. Email address. Buyer accepts sole and absolute responsibility to ensure that the email address supplied to Reagency is accurate, valid, private and that any junk/spam or other filer(s) employed are configured to allow receipt of email messages from Reagency. Reagency is not responsible for the failure of email communications reaching Buyer or for the inadvertent disclosure of private and confidential information to third parties due to Buyer's failure to provide an accurate, secure and private email address.
ii. Receipt & delays. Reagency will not be responsible in the event email notifications do not reach Buyer's email address in real time nor for any consequences resulting from a delay in receipt or failure to receive an email communication.
iii. Authorized & admissibility. Buyer agrees that Reagency may consider any electronic communication received from Buyer or in Buyer's name is duly authorized by Buyer. A copy of any electronic communication received from Buyer will be admissible in any legal, administrative or other proceedings in the same manner as an original document in writing. Buyer agrees to waive any right to object to the introduction of any copy of electronic communications in evidence.
iv. Mobile devices. If Buyer provides a mobile email address, Buyer understands that Reagency will use this address for email communications with Buyer. Reagency is not responsible for any fees charged by the mobile carrier or any third parties in association with using Buyer's mobile email or mobile device.

General Provisions
i. Liability. Notwithstanding any other provision herein or any applicable statutory provisions, Reagency shall not be liable to the Buyer or to any end user for special or consequential damages or damages for loss of use arising directly or indirectly from any breach of contract, fundamental of otherwise including, without limitation, loss of computer time, loss of profit, loss of revenues. Failure to realize expected savings or other commercial or economic losses of any kind and in no event shall the liability of Reagency exceed the unit price of the defective product or of the product subject to late delivery.
ii. Warranty. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS EXPRESS IMPLIED OR STATUTORY AND REAGENCY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THIS WARRANTY EXCLUDES CERTIFICATION OR THE LIKE FOR PRODUCT PERFORMANCE, USE OF DESIGN WITH RESPECT TO ANY PRODUCT PERFORMANCE, USE OF DESIGN WITH RESPECT TO ANY STANDARD, REGULATION OR THE LIKE (UNLESS AND TO THE EXTENT THE BUYER). REAGENCY SPECIFICALLY DOES NOT WARRANT THAT THE PRODUCTS SOLD BY REAGENCY WILL MEET ALL OF THE BUYER'S AND/OR END USER'S REQUIREMENTS OR WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY THE BUYER AND/OR THE END USER OF THAT THE USE OF THE PRODUCTS SOLD BY REAGENCY WILL BE ERROR FREE OR FREE FROM DEFECTS.
iii. Force Majeure. Reagency shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to acts of God, acts of the Buyer, fire, strikes, lockouts or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay the delivery shall be extended for a period of time equal to the time lost by reason of the delay.
iv. Severability. Invalidity of any provision of this agreement shall not affect the validity of any other provision hereof and any such invalid provision shall be severed herefrom.
v. Non-waiver. No failure by Reagency to exercise any right accruing to it under any contract of sales entered into with the Purchase shall operate as a waiver thereof nor preclude the exercise of any other right or privilege by Reagency.
vi. Entire Agreement. There are no other terms of conditions applicable to the purchase and sale of Reagency products.
vii. Governing Law. All contracts for the sale and/or use of Reagency products and/or services shall be governed and construed according to the laws of the Province of Ontario and the parties irrevocably attorn to the jurisdiction of the courts of Ontario.
viii. Limitation. Buyer agrees that the time in which they may commence any claim or action is limited to ninety days from the purchase date and Reagency may commence a claim or action at any time without limitation.
ix. Arbitration. To the fullest extent permitted by applicable law, you agree that all disputes or disagreements you have with Reagency will be settled by confidential, final and binding arbitration by a single arbitrator in the forum and under the rules we mutually agree upon, failing which the Arbitration Act, 1991 (Ontario) will apply.
x. Notice. Any notice required or contemplated hereunder shall be in writing and shall be delivered to Reagency by prepaid post mail.

LIMITATION OF LIABILITY
REAGENCY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR FOR ANY REASON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF REAGENCY HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. FURTHER, BUYER AGREES TO INDEMNIFY AND HOLD REAGENCY HARMLESS OF AND FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES AND JUDGMENTS ARISING OUT OF ANY ACT OR OMISSION OF REAGENCY AND/OR IT'S PRODUCTS AND/OR SERVICES, INCLUDING REAGENCY’S NEGLIGENCE.

General
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by Reagency to Buyer and shall supersede all prior offers, negotiations, understanding and agreements. Unless Buyer and Reagency have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of Reagency in Canada. Any waiver by Reagency of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the Province of Ontario shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the Province of Ontario. The venue for any disputes shall be, at Reagency's sole, absolute and exclusive option, Toronto, Ontario, or the courts with proper jurisdiction at Buyer's location. For Buyers situated in Alberta, to the extent permitted by law, Buyer hereby waives its rights, benefits or protection given to Buyer in the Judicature Act and the Seizures Act (Alberta). For Buyers situated in Saskatchewan, Buyer agrees that the Limitation of Civil Rights Act shall have no application to these terms and conditions of sale. These terms and conditions of sale shall ensure to the benefit of and shall be binding upon Reagency, the Buyer and their respective successors and assigns. Reagency shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to acts of God, acts of the Buyer, fire, strikes, lock outs or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay, the delivery shall be extended for a period equal to the time lost by reason of the delay. Any notice required or contemplated hereunder shall be in writing and shall be sent by prepaid registered mail. Any notice Reagency sends by registered mail shall be deemed to have been received on the third business day following mailing.