Microgram Systems (Canada) Ltd. Herein referred to as MSL, as a computer products, consulting and services provider shall conduct its business under the following terms and conditions of sale, service and limited liability. The terms upon which we agree to provide products and services to the Client commences on the date of approval by both parties under the sales agreement. Upon approval of the sales agreement, the client agrees to abide by the Terms and Conditions listed below.

1. Products

1. To the best of its ability, MSL shall provide products, which are free from manufacturing defects at the time of sale. We conduct extensive in-house testing of products prior to installation to ensure that our products continue to meet our high standards of reliability and trouble-free operation.
2. MSL shall warranty all products that it provides to a client for the specified warranty period indicated at the time of sale.
3. Should a product prove to be faulty due to manufacturing defect during the specified warranty period, MSL shall provide a replacement product of equal quality to the client. In the event a product is discontinued, MSL will offer the latest hardware replacement at an upgrade cost.
4. All costs for de-installation, shipping, and re-installation due to a faulty product(s) are the responsibility of the client unless coverage exists under a prior service or maintenance agreement.
5. MSL reserves the right to diagnose the faulty product to determine if failure occurred due to user error or damage and to determine replacement costs at its discretion.

2. Payment

1. Upon approval by both MSL and the Client on a sales agreement, the Client agrees to pay MSL for any products and services provided. All outstanding amounts are fully due from the date of installation or provision of services.
2. MSL reserves the right to request a 50% deposit from a Client prior to provision of products or services for orders over $2500. For turnkey installations, this may be increased to 75% of the outstanding balance.
3. MSL reserves the right to charge a Client a fee for late payment to cover additional processing costs. This fee is currently 16.8% per annum but may change upon notice.
4. Should a Client fail to pay for products or services exceeding 60 days, and two written notices, MSL reserves the right to request immediate payment of all outstanding amounts and/or to withhold services until payment in full has been received. Late payment fees and/or costs for legal fees may also apply.

3. Services

1. MSL shall provide consultation, installation and other value-added services to its clients in a timely and professional manner which respects the clients' standard business practices.
2. MSL shall provide services during normal business hours between Monday-Friday from 9:30am to 5:30pm, unless there are prior agreements for service outside of these hours. For HMA clients only: response times are 4hrs for server upon receipt of a client call. Calls received after 1:30pm will be responded to during the next business day. There are no service guarantees for non-HMA clients and response times may depend on service call levels and prior commitments to current HMA clients.
3. MSL shall charge clients at a rate no less than $135/hr for services provided at a client site (onsite rate). The minimum charge is 2 hours. A flat rate may also be charged for travel depending on distance of client site from MSL premises in Downtown Vancouver.
4. MSL reserves the right to charge clients over and above it standard service rates should service be requested outside of the normal business hours indicated in section 3.2 above.
5. MSL shall charge clients at a rate of no less than $105/hr for services provided within our premises (in-house rates). The minimum charge is 1 hour.
6. MSL reserves the right to bill at its discretion, lower 'preferred' service rates for both onsite and in-house services to its preferred HMA and loyal clients.

4. Cancellation

1. MicroGram's HMA service coverage is provided based upon on a one (1) year service contract, which is renewable each year. During the course of the year, we will allocate resources; provide support services, as well as pre-schedule specific service visits for an HMA client. We also update our records pertaining to each client’s equipment as well as the service levels provided to-date. In general, there are no early cancellation options, except in special circumstances subject to our approval. Due to privacy legislation, we are then required to delete and/or destroy any materials pertaining to an HMA service client that may still be in our possession. Should an early cancellation be granted, a two (2) month processing/administration fee is then assessed to the client for records/materials destruction. The records destruction process is performed one month from the date of receipt of written notice from a client of their intent to cancel service coverage.
2. MSL reserves the right to charge a client a minimum of a 25% re-stocking or processing fee should a sales or service agreement be declined after initial approval. In addition, some specialized equipment, components, or on-going consulting fees may be deemed non-returnable and no refund would be available for such products or services. All requests for refunds require 2 weeks processing time from the date of written confirmation of cancellation from the client.

5. Limits of Liability

1. In no event shall MSL be liable for any damages, loss of business profits, loss of data, or other indirect losses due to the failure or ability of a product to function as advertised.
2. MSL's liability shall be limited to the cost of the product at the time of sale.
3. While all attempts will be made to accommodate our clients' service needs, MSL shall not be responsible for any losses, either direct or indirect should we be unable to provide services due to unforeseen circumstances.
4. In no event shall MSL be liable for any losses or damages, direct or indirect due to an inability to provide a particular service. Any liability shall be strictly limited to any service costs paid by the client.
5. In no event shall MSL be liable for any damages or losses either direct or indirect due to cancellation of a sales or service agreement.

Current Labour Charges

* all charges do not include applicable taxes

Notes:

1. Travel charge applicable and dependent on client location. Service charge rates also subject to change for non-regular service hours.

2. Charges for parts or components would depend on warranty coverage of the equipment.

3. One-time charge dependent upon client location from Microgram premises.

We may vary these terms or the amount we charge for any Service, at any time by general notice referred to on the home page of our website at http://www.microgram.com or written notification to existing clients via fax or mail. The changes will become effective upon publication of the notice. Where we vary the prices for Services, we will give at least 14 days notice of the change by the same means, and the new prices will apply at the end of that period. If you use the Service after that publication, your use will constitute an acceptance of the amended terms.

These terms constitute the agreement in its entirety and supersede prior agreements.