General Business Terms
GENERAL BUSINESS TERMS
WHEREAS, Client desires to engage Second Spring Digital Inc. to provide consulting services, and Second Spring Digital Inc. is willing to provide such services pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Services.
a) Second Spring Digital Inc. and Client agree to creating a statement of work (“SOW”) for the purposes of establishing the foundation for the professional services that Client will require from Second Spring Digital Inc.
b) Second Spring Digital Inc.’s services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client.
c) Second Spring Digital Inc. shall, in consultation with Client, designate the personnel and resources to perform the Services, provided however that Client shall have the right to approve the Second Spring Digital Inc.-designated personnel and resources during the approval process for each SOW. Client may raise Second Spring Digital Inc. personnel-related and Second Spring Digital Inc. resource-related performance issues with Second Spring Digital Inc., whereupon Second Spring Digital Inc. shall take corrective actions appropriate in the circumstances. If such corrective actions are not successful, Second Spring Digital Inc. and Client will jointly plan and implement such personnel and/or resource changes as are required, in such a way that the scope, schedule and budget of the Project are not impacted.
d) The Services to be rendered hereunder shall be performed by Second Spring Digital Inc., provided however that such Services may be subcontracted to and performed by third parties on behalf of Second Spring Digital Inc.
e) If at any time, either party wishes to request or recommend any addition, modification or other changes to the Services or performance required under the SOW (“Change”), the Party proposing the Change will submit a written request for the Change (“Change Request”) to the other party. All Change Requests will require the authorization in writing by both parties.
2. Payment of Invoices, Fees and Expenses.
a) For the Services provided by Second Spring Digital Inc. hereunder, Client shall pay Second Spring Digital Inc. the professional fees set forth in the applicable invoice. All references to currency in this Agreement and each SOW are to Canadian currency unless otherwise indicated.
b) In addition to the foregoing, Client shall be responsible for any excise, sales, use or other similar tax as required by law, based upon charges or services rendered pursuant to the Agreement, any of which may be paid by Second Spring Digital Inc. on Client’s behalf and added to Client’s invoice. Client shall not be obligated to pay any taxes based on Second Spring Digital Inc.’s net income or property.
c) Second Spring Digital Inc. invoices shall be paid upon receipt for fees accrued and for out-of-pocket expenses incurred by Second Spring Digital Inc. during the month previous to the invoice date in performing the Services hereunder, provided however that Client shall not be obliged to pay disputed fees or expenses until the dispute in respect thereof is settled and then in accordance with such settlement.
3. Term.
a) This Agreement shall commence on the date hereof and, unless terminated sooner in accordance with its terms, shall terminate on the completion of Second Spring Digital Inc.’s Services hereunder.
b) This Agreement may be terminated by Client subject to the Statement of Work Term and without termination fees or penalty, by giving written notice to Second Spring Digital Inc. not less than thirty (30) days prior to the effective date of termination. If Client terminates any SOW pursuant to this subsection, this Agreement shall continue to apply to all SOWs that have not been terminated which are in existence at the effective date of such termination until such time as the SOW is completed.
c) The obligations of each party which have been incurred prior to the effective date of termination shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, the SOW and whether or not an invoice has been rendered with respect thereto. In the event of early termination of an SOW, the Client shall reimburse Second Spring Digital Inc. for any unrecoverable costs and expenses resulting from such termination.
4. License and Ownership.
a) Second Spring Digital Inc. Technology. Second Spring Digital Inc. and its Subcontractors have created, acquired or otherwise have rights in, and may, in connection with the performance of the Services hereunder, employ, provide, modify, create, or acquire or otherwise obtain rights in, various intellectual, industrial and other property, including concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems (collectively, the “Second Spring Digital Inc. Technology”).
b) Ownership of Deliverables. For purposes of this Agreement, “Deliverables” shall mean all work product first created by Second Spring Digital Inc. for delivery to Client in connection with the Services provided hereunder, but shall not include any third party software or related documentation licenced directly to the Client from a third party, or any modifications or enhancements thereto or derivatives thereof. Subject to Client’s full and final payment to Second Spring Digital Inc. under the applicable SOW , Second Spring Digital Inc. shall (i) transfer, assign and convey to Client all right, title and interest in and to the Deliverables (except for any Second Spring Digital Inc. Technology contained therein), and (ii) grant to Client and its parents, subsidiaries and affiliates and their respective subsidiaries and affiliates a perpetual, irrevocable, non-exclusive, non-transferable (except as provided for in Section 13(e)), royalty-free, worldwide, licence to use for their internal business purposes any Second Spring Digital Inc. Technology contained in the Deliverables.
c) Ownership of Second Spring Digital Inc. Property. To the extent that Second Spring Digital Inc. utilizes any Second Spring Digital Inc. Technology or any other intellectual, industrial or other property in connection with the performance of the Services, Second Spring Digital Inc. shall retain all right, title and interest in and to such property and, except for the licence expressly granted in Section 4(b), Client shall acquire no right or interest in such property.
5. Confidentiality.
a) To the extent that, in connection with this Agreement, each party comes into possession of any confidential or proprietary information of the other party, including any Personal Information, each party shall use the Confidential Information of the other party solely for the purposes of this Agreement, and will not disclose such Confidential Information to any third party without the other party’s prior written consent, provided however that Client may disclose Second Spring Digital Inc.’s Confidential Information to Client’s employees, accountants, auditors, legal advisors and consultants and to its parents, subsidiaries and affiliates, and their respective subsidiaries and affiliates and their employees, accountants, auditors, legal advisors and consultants, but only if such disclosees have a need to know the Confidential Information for the purposes contemplated by this Agreement and provided that such disclosees have agreed to terms of confidentiality no less stringent than the terms of confidentiality in this Agreement. Client shall not permit and shall prohibit such disclosees from disclosing or using such Confidential Information otherwise than as permitted herein and shall be responsible for any breach of confidentiality by any disclosee. The terms of this Agreement shall also be considered Confidential Information. Each party shall maintain the Confidential Information of the other party in confidence using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care. Provided that the receiving party shall have met the foregoing standard of care, an inadvertent or accidental disclosure by the receiving party of Confidential Information of the disclosing party shall not constitute a breach hereof.
b) Confidential Information shall not include information which (i) shall have otherwise become publicly available (other than as a result of disclosure by the receiving party in breach hereof); (ii) was disclosed to the receiving party on a nonconfidential basis from a source other than the disclosing party which the receiving party believes is not prohibited from disclosing such information as a result of an obligation in favor of the disclosing party; (iii) is developed by the receiving party independently of, or was known by the receiving party prior to, any disclosure of such information made by the disclosing party; or (iv) is disclosed with the written consent of the disclosing party. A receiving party also may disclose Confidential Information to the extent required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process, or by applicable regulatory or professional standards or in connection with any judicial or other proceeding involving Second Spring Digital Inc. and Client relating to Second Spring Digital Inc.’s Services for Client or this Agreement but shall notify the disclosing party in advance of any such required disclosure unless prohibited by applicable law from doing so.
6. Personal Information.
a) Second Spring Digital Inc. and the Client agree that, in connection with the engagement, Second Spring Digital Inc. may collect, use, disclose and otherwise process personal information about identifiable individuals (“Personal Information”). Second Spring Digital Inc.’s Services are provided on the basis that the Client has obtained any required consents under applicable privacy legislation for collection, use, disclosure and processing to Second Spring Digital Inc. of Personal Information.
b) If Second Spring Digital Inc. becomes aware of any loss of, unauthorized access to, unauthorized disclosure or alteration of, or other security breach in respect of any Personal Information (each, a “Security Breach”), Second Spring Digital Inc. will:
i) as soon as feasible, and in any event within forty eight (48) hours of becoming aware of the Security Breach, notify Client of the Security Breach;
ii) promptly use its reasonable efforts to remedy the Security Breach and to mitigate the effects of, and to minimize any damage resulting from, the Security Breach;
iii) upon request, provide to Client a written report on the Security Breach including a description of the circumstances of the Security Breach and, if known, the cause, the timing and duration of the Security Breach, a description of the Personal Information that was the subject of the Security Breach, the number and identity of the individuals impacted by the Security Breach (if such is the case), and a description of the steps that have been taken to contain and mitigate the Security Breach, together with such other information as Client may reasonably require, and update such information as the circumstances may require;
iv) promptly, upon request, deliver to Client a future incident mitigation plan with respect to the Security Breach and update the plan as the circumstances may require or as Client may reasonably request;
v) except as and when otherwise required by applicable law, refrain from notifying any regulatory authority or other person of the Security Breach unless Client specifically requests in writing that Second Spring Digital Inc. do so; and
vi) promptly provide Client with such assistance as Client may reasonably request in order to fulfill Client’s obligations in respect of breach notification requirements under applicable privacy and other legislation and in respect of any investigation of the Security Breach by applicable authorities.
7. Warranties.
a) Second Spring Digital Inc. warrants that it will perform the services in good faith and in a professional manner, that is consistent with industry practice, using properly qualified personnel.
b) Deliverables will comply in all material respects with the agreed requirements and specifications set out in this Agreement and the applicable SOW (collectively, the “Specifications”).
c) Second Spring Digital Inc. disclaims all warranties, either express, implied or statutory, not specifically stated in this Agreement and the SOWs, including warranties of merchantability and/or fitness of the services or the Deliverables for a particular purposes.
8. Limitation on Damages and Actions.
a) Unless otherwise agreed to between the parties in an SOW, each party agrees that the other party, its affiliates, agents and Subcontractors, and each of their officers, directors, partners, principals or other personnel, shall not be liable for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the services performed hereunder for an aggregate amount in in excess of the amount paid and payable to Second Spring Digital Inc. under the SOW giving rise to the claim. In no event shall either party, its affiliates, agents or Subcontractors or any of their officers, directors, partners, principals or other personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including loss of revenues, profits, data, goodwill or failure to realize expected savings) nor shall they be liable for any claim or demand against the other party by any third party. The provisions of this subsection shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including negligence), or otherwise. Neither party shall apply for, nor otherwise request, any award of punitive or exemplary damages against the other party.
b) The limitations of liability set forth in subsection 8(a) shall not apply to claims that result primarily from a breach by a party of obligations in respect of confidentiality (including as to Personal Information) or indemnification under this Agreement, or from the bad faith, intentional misconduct or gross negligence of a party and, in the case of Second Spring Digital Inc., a Second Spring Digital Inc. Entity or other Subcontractor. For the purposes of this Agreement, gross negligence shall mean any act performed in connection with providing the Services that is (a) a substantial departure from the standard of care normally applicable to the provision of such Services under the circumstances in which such Services are provided or (b) intended to inflict, or which is in reckless disregard of or wanton indifference to, harmful consequences which a party knew or should have known could result from such act; provided, however, that “gross negligence” does not include mere ordinary negligence, any error of judgment or mistake made by a party or any partner, director, officer, employee or agent of a party (acting in good faith and following the practices, methods or acts as are customarily and usually performed with respect to the provision in Canada of services similar to the Services) in connection with providing the Services for the purposes of this engagement and is more than just neglect, the absence of ordinary care towards others or just inadvertence.
9. Cooperation.
Client shall cooperate with Second Spring Digital Inc. in the performance of its Services hereunder. Without limiting the generality of the foregoing, Client shall be responsible for (a) providing Second Spring Digital Inc. timely access to Client’s data and information; (b) providing experienced, qualified and full-time personnel having appropriate skills to perform their assigned tasks and duties in a competent and timely fashion; (c) dedicating adequate working space, equipment and facilities as required to allow Second Spring Digital Inc. to perform the Services; (d) promptly rendering all decisions and approvals so as not to delay or impede the performance of Services by Second Spring Digital Inc.; (e) where applicable, providing a stable, fully functional system infrastructure environment which will support the Services and allow Second Spring Digital Inc. and Client to work productively; (f) providing Second Spring Digital Inc. complete and unobstructed access to any Project deliverable and Client work papers that have been developed to date; (g) promptly notifying Second Spring Digital Inc. of any issues, concerns or disputes with respect to the Services; and (h) any other item referenced in the SOW as being a matter of Client responsibility. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Second Spring Digital Inc. hereunder. Client acknowledges and agrees that Second Spring Digital Inc.’s performance is dependent on Client’s timely and effective satisfaction of Client’s responsibilities under this Agreement and pursuant to the SOW and timely decisions and approvals of Client in connection with the Services. Second Spring Digital Inc. shall be entitled to rely on all decisions and approvals of Client.
10. Indemnification.
a) Second Spring Digital Inc. will indemnify, defend and hold harmless Client, its parents, subsidiaries and affiliates and their respective subsidiaries and affiliates, agents, officers and employees from and against any and all liability, expense, including reasonable defense costs and reasonable legal fees, and damages, in each case solely for third party claims for bodily injury, death or damage to real or tangible personal property to the extent directly and proximately caused by the negligence or willful misconduct of Second Spring Digital Inc. or those for whose actions it is at law responsible while engaged in the performance of services under this Agreement; provided, however, that if there is also fault on the part of the Client or any entity or individual indemnified hereunder or any entity or individual acting on Client’s behalf, the foregoing indemnification shall be on a comparative fault basis.
b) Client will indemnify, defend and hold harmless Second Spring Digital Inc. and any Subcontractor, and their respective agents, partners, principals, members, officers and employees from and against any and all liability, expenses, including reasonable defense costs and reasonable legal fees, and damages, in each case solely for third party claims for bodily injury, death or damage to tangible personal property to the extent directly and proximately caused by the negligence or willful misconduct of Client or those for whose actions it is at law responsible while Second Spring Digital Inc. or its affiliates which are Subcontractors are engaged in the performance of services under this Agreement; provided, however, that if there is also fault on the part of Second Spring Digital Inc. or any Subcontractor or any agent, partner, principal, member, officer or employee indemnified hereunder or any agent, partner, principal, member, officer or employee acting on Second Spring Digital Inc.’s or any Subcontractor’s behalf, the foregoing indemnification shall be on a comparative fault basis.
c) Second Spring Digital Inc. will indemnify, defend and hold harmless Client, its parents, subsidiaries and affiliates and their respective subsidiaries and affiliates, agents, officers and employees from and against any and all liability, expense, including reasonable defense costs and reasonable legal fees, and damages arising out of any actual or alleged infringement of any patent, copyright, trademark or other intellectual property right or any unauthorized use of any trade secret, except to the extent that such infringement or unauthorized use arises from (i) Client’s use of Second Spring Digital Inc.’s work products hereunder other than as contemplated by this Agreement; (ii) Client’s failure to use corrections or modifications made available by Second Spring Digital Inc., if such corrections or modifications would have prevented the infringement; (iii) Client’s use of the work product in combination with any product or information not owned or developed by Second Spring Digital Inc. that is the source of the infringement claim; (iv) Client’s distribution, marketing or use for the benefit of third parties (other than Client’s parents, subsidiaries or affiliates and their respective subsidiaries and affiliates) of work products hereunder; or iv) information, materials, instructions or specifications provided by or on behalf of Client or any third party. If any such work product or any portion thereof, is found by final non-appealable order of a court of competent jurisdiction to be an infringement or unauthorized use, Second Spring Digital Inc., at its sole option and expense, shall have the right to (x) procure for Client the continued use of such work product, (y) replace such work product with non-infringing work product, or (z) modify the work product so that it becomes non-infringing; provided that, if (y) or (z) is the option chosen by Second Spring Digital Inc., Client’s intended use of the work product is not impaired.
d) As a condition to the foregoing indemnity obligations, the indemnified party shall provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any such claim. The indemnifying party shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing.
e) The provisions of this Section are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
11. Conflict of Interest.
a) Notification and Resolution. Should Second Spring Digital Inc. determine that there is a potential conflict of interest in connection with its performance of the Services, Second Spring Digital Inc. will advise the Client promptly and endeavour to resolve such potential conflict. Also, the Client agrees to notify Second Spring Digital Inc. promptly of any potential conflict affecting this Agreement and any Statement of Work of which it is, or becomes aware. Where a potential conflict is identified by either party and Second Spring Digital Inc. believes the Client’s interests can be properly safeguarded by the implementation of appropriate procedures, Second Spring Digital Inc. will discuss and agree to such procedures with the Client.
b) Non-Exclusivity This Agreement shall not preclude or limit in any way (i) the right of Second Spring Digital Inc. to provide consulting or other services of any kind or nature whatsoever to any individual or entity as Second Spring Digital Inc. in its sole discretion deems appropriate or (ii) developing for itself or for others, materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables.
12. Non-Solicitation.
Neither party shall directly or indirectly employ, solicit or retain the services of an employee of the other party or its affiliates, who is actively engaged in the receipt or provision of the Services or was so engaged within the preceding six months , for its own benefit or the benefit of another. A party shall not be in breach of this Section if those responsible for the solicitation, hiring or retention of the other party’s personnel or personnel of its affiliates were not aware of the prohibition contained in this Section; however, personnel of both parties and personnel of affiliates which are Subcontractors engaged in the provision or acceptance of Services hereunder shall be presumed to know of the prohibition.. In addition, Client will not interfere with or impede the contractual relationship between Second Spring Digital Inc. and any of its Subcontractors or agents or suggest or cause any Subcontractor or agent to modify, cancel, or fail to renew or extend any contract with Second Spring Digital Inc..
This provision shall not restrict the right of either party to solicit resources through advertisements or solicitations generally in the media.
13. Other Terms
a) Force Majeure. Except for the payment of money, neither party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including acts or omissions or the failure to cooperate of the other party (including entities or individuals under its control, or their respective officers, directors, employees or other personnel and agents), acts or omissions or the failure to cooperate of any third party (other than Second Spring Digital Inc. Subcontractors), fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority. Performance time shall be considered extended for a period of time equivalent to the time lost because of any such delay.
b) Independent Contractor. Each of the parties hereto is an independent contractor and neither party is, nor shall be considered to be, an employee, agent, partner, fiduciary, joint venturer, co-owner, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. No relationship of employer/employee shall result in the execution of this Agreement or from the performance of any of the services hereunder. All employees of Second Spring Digital Inc. shall, where required by law, be covered under Second Spring Digital Inc.’s Worker’s Compensation and Employer’s Liability Insurance which shall be maintained by Second Spring Digital Inc. in the statutory limits which are presently in effect or which may be in effect in any jurisdiction where such insurance is required to be obtained by Second Spring Digital Inc..
c) Survival. All sections herein relating to compensation, expenses, payment of invoices, ownership, limitation on warranties and actions, limitation on damages, confidentiality and internal use, indemnification, survival, binding nature and assignment, non-solicitation, non-exclusivity, interpretation, governing law, and jurisdiction and venue shall survive the expiration or termination of this Agreement and any SOW.
d) Notices. Whenever under this Agreement, or any SOW notice is required or permitted to be given, such notice shall be in writing and effective upon receipt. All notices shall be hand delivered, sent by a reputable commercial overnight courier, or mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed to the addressee at its address set forth below.
Second Spring Digital Inc. Inc.
To the Attention of
Scott MacIntosh
Address: 50 Crowther Ln suite 140, Fredericton, NB E3C 0J1
Client:
To the Attention of:
_________
_________
_________
e) Assignment. Except as specifically provided in this Agreement, neither party may assign, transfer or delegate any of the rights or obligations under this Agreement, or any SOW (including interests or claims relating to this Agreement, or any SOW) without the prior written consent of the other party.
f) Waiver. No delay or omission by Second Spring Digital Inc. or the Client in enforcing its rights or remedies under this Agreement, or any SOW shall impair such right or remedy or be deemed to be a waiver thereof. No waiver of any right or remedy under this Agreement, or any SOW with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of this Agreement, or any SOW shall be valid unless in writing and signed by the parties thereto.
g) Entire Agreement. This Agreement, including all SOW and all Appendices annexed hereto and made a part hereof, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other oral or written representations, understandings or agreements relating to the subject matter hereof, and may not be amended except by a written agreement signed by the parties.
h) Severability. If any provision of this Agreement, or any SOW is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Second Spring Digital Inc. and the Client set forth in this Agreement, or such SOW .
i) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument; however, this Agreement will be of no force or effect until executed by both parties.
j) Insurance. While performing Services for Client, Second Spring Digital Inc. shall carry, at its own expense and for its own benefit (i) commercial general liability insurance in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence; (ii) professional liability insurance (errors and omissions) coverage of Two Million Dollars ($2,000,000) per occurrence; and (iv) liability insurance coverage of Two Million Dollars ($2,000,000) per occurrence covering leased and rented vehicles. Promptly upon execution of this Agreement and thereafter upon each renewal of coverage, Second Spring Digital Inc. shall provide to Client certificate(s) of insurance evidencing insurance coverage compliant with this Agreement, and shall request that its insurers endeavour to provide Client with at least thirty (30) days’ notice of cancellation of any such insurance.
k) Use of the Client name: Second Spring Digital Inc. may use the name of the Client with the Client’s prior written consent.
l) Paragraph Headings: The paragraph headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation hereof.
m) Governing Law. This Agreement, each SOW and all matters relating to this engagement (whether in contract, statute, tort (including negligence) or otherwise), shall be governed by, and construed in accordance with, the laws of the Province of New Brunswick (without giving effect to the choice of law principles thereof).
n) General Experience. Notwithstanding anything to the contrary in this section, the Client acknowledges that Second Spring Digital Inc., in connection with performing the Services, may develop or acquire general experience, skills, knowledge, and ideas that are retained in the memory of its personnel. The Client acknowledges and agrees that Second Spring Digital Inc. may use and disclose such experiences, skills, knowledge and ideas, subject always to the provisions of this Agreement relating to Client’s Confidential Information.
o) Language: The parties have requested that this Agreement and all communications and documents relating hereto be expressed in the English language. Les parties ont exigé que la présente convention ainsi que tous les documents s’y rattachant soient rédigés dans la langue anglaise.
p) Canadian Anti-Spam consent: In accordance with Canadian anti-spam legislation, the Client consents to Second Spring Digital Inc. contacting the Client and its personnel through electronic messages relating to Second Spring Digital Inc.’s Services, products and other matters of interest to the Client after the completion of this Agreement.
q) Cancellation & No-Show fees: Please note that we require 36 business hours to cancel or change a scheduled meeting in support of delivery of the Services. Late cancellations or no shows will be charged the full cost of the scheduled meeting. Schedule delays due to cumulative cancellations may result in additional charges.