- Article 1 - Conditions on Participation
- Article 2 - Network Communications Package and Services
- Article 3 - Merchant Obligations and Responsibilities
- Article 4 - Subcontractors
- Article 5 - Payment of Fees
- Article 6 - Indemnity
- Article 7 - Term and Termination
- Article 8 - Transition/Non-Competition
- Article 9 - Miscellaneous
SaskEnergy Incorporated ("SaskEnergy") and the Applicant to this Network Agreement (the "Merchant") wish to enter into an agreement relating to advertising, communications and industry development, which shall be provided on the terms and conditions set forth below. In consideration of mutual promises and other good and valuable consideration, the parties agree as follows:
1.1 SaskEnergy will evaluate the Merchant's application and will rely upon warranties and representations made by the Merchant in the application in determining whether to enter into this Agreement with the Merchant. The parties acknowledge that the Network participation criteria have been developed in consultation with industry members at an Industry Dialogue table, including Mechanical Contractors Association of Saskatchewan, Natural Gas Appliance and Equipment Dealers Association, SaskEnergy Incorporated and independent industry members. Changes in participation criteria developed through this Industry Dialogue table may be incorporated by SaskEnergy without further notice to Merchant from time to time throughout the term of this Agreement.
1.2 Merchant represents and warrants that the statements made in this Agreement are true and correct in all respects, and undertakes to notify SaskEnergy of any change respecting any or all of the participation criteria in a timely manner.
2.1 In consideration of the fees paid by the Merchant pursuant to this Agreement SaskEnergy agrees to provide a Network Communications package and related services to the Merchant as described herein, at such times and at such locations as agreed to by the parties.
2.2 The Network Communications package shall be comprised of the following components:
a. SaskEnergy will provide a display base signage for commercial buildings and show rooms with optional vehicle signage package.
b. SaskEnergy will provide network logo for use by Network merchants.
c. SaskEnergy will involve Network merchants in advertising opportunities, including direct mail, newspaper, signage, television and sharecost advertising.
2.3 The services shall be comprised of the following components:
a. SaskEnergy will provide annual merchant visitations to effectively support communication and Network programs.
b. SaskEnergy staff will refer customers to merchants who have signed Network agreements with SaskEnergy
c. Maintain an Industry Dialogue table to address issues common to Network participants.
d. Provide leadership and information sharing in customer, market and industry trends and make available training for SaskEnergy programs.
e. Make available opportunity for participation at events and meetings organized by SaskEnergy to acquire new customers and retain existing customers.
3.1 Maintain insurance and good standings required under participation criteria.
3.2 Pay the annual fee as set out in this Agreement.
3.3 Provide quality customer service in the carrying out of its operations, and demonstrate the ability to provide sales and service solutions for customers including prompt and fair resolution directly with the customer of any issues that may arise.
3.4 Make available communication tools to support programs made available by SaskEnergy pursuant to this Agreement. Merchant agrees to provide at a minimum a fax machine.
3.5 Provide storefronts and display of natural gas appliances where applicable.
3.6 Participate in SaskEnergy financing programs, including SaskEnergy Network Financing programs, customer meetings and events organized by SaskEnergy, where available.
3.7 Attend and participate in program training as provided by SaskEnergy from time to time.
3.8 Participate in customer market and industry analysis with SaskEnergy.
3.9 Prominently display signage and other contents of Network communication package provided by SaskEnergy for buildings and showrooms, and vehicle signage where selected.
3.10 Maintain its premise showrooms and vehicles in a reasonable state of appearance.
3.11 Promote and actively encourage other members to convey a positive image of the natural gas industry and support the Network initiatives. The Merchant agrees to support highest standards for safety and professionalism in the carrying out of its operations.
3.12 Comply with all codes and regulations relevant in the natural gas industry.
3.13 Merchant will ensure that all plumbing, heating, electrical, fire protection, air conditioning and ventilation work performed by or on behalf of the Merchant for a customer will be performed by skilled tradesmen who possess the appropriate journeymen's qualifications and certificates prescribed from time to time by law, or by qualified apprentices under the supervision of such tradesmen.
3.14 Advertise in a truthful and professional manner.
3.15 Participate in Network advertising initiatives, which could include direct mail, newspaper, signage, television, and coop advertising.
3.16 Notify SaskEnergy in the event of a change in ownership control of the Merchant's business or corporation, or in respect of a change in name or location of the business.
3.17 Comply with applicable privacy legislation in conducting business with our mutual customers.
3.18 Each party consents and agrees to allow the other party to store contact information, such as names, phone numbers, and email addresses for its business representatives, and to use such information for the purposes of this Agreement and to communicate with the other party for the purposes of their business relationship.
3.19 At all times to act honestly, ethically and fairly in dealings with members of the public, clients, subcontractors, other Network Members and SaskEnergy.
3.20 Avoid engaging in any activity that may portray the Merchant, other Network Members, the Network Membership program or SaskEnergy in a negative, unprofessional, or unfavourable light, or be detrimental to the image of those listed.
4.1 Merchant may, from time to time, but not without the prior written consent of SaskEnergy, appoint one or more subcontractors to provide installation and/or services to a customer on its behalf.
4.2 Merchant acknowledges and agrees that any subcontractor appointed by it under the terms of this Agreement shall be a subcontractor of the Merchant and not of SaskEnergy.
4.3 Merchant shall ensure that any and all subcontractors appointed by it under the terms of this Agreement shall observe and be bound by the terms and conditions contained in this Agreement governing the provision of Network services.
4.4 Merchant shall be responsible to SaskEnergy for the acts and omissions of any subcontractor appointed by it under the terms of this Agreement and SaskEnergy shall have no liability whatsoever to such subcontractors, including, without limiting the generality of the foregoing, liability for any compensation which shall be the responsibility of the Merchant.
4.5 Merchant shall ensure that any and all subcontractors appointed by it under the terms of this Agreement shall be paid in full and in a timely manner, for any and all services provided by such subcontractor and shall undertake to ensure that any liens which may become registered against title to the property owned by any customer for which the subcontractor provided installation or services on behalf of the Merchant under the terms of this Agreement are discharged in a timely manner and the Merchant shall assume all responsibilities for all fees, costs and other expenses associated with such discharge.
4.6 Merchant shall ensure that any and all subcontractors it may hire do not identify themselves, either directly or indirectly, as a Network Member or being from SaskEnergy, or that they are in anyway affiliated with the Network Member program or SaskEnergy. Subcontractors are also not permitted to wear, possess, advertise or otherwise display or use the Network Membership name or logo.
4.7 If the Merchant is a subcontractor for others that conduct unsolicited HVAC sale activity, it will not identify itself, either directly or indirectly, as a Network Member or being from SaskEnergy, or that it is in any way affiliated with the Network Member program or SaskEnergy. In particular, the Merchant is not to wear, advertise or otherwise display the Network Membership name or logo.
5.1 In consideration for the provision of Network communication packages and related services, the Merchant agrees to pay to SaskEnergy an annual fee as follows:
- Current status members of NGAEDA: $250.00 + GST
- Current status members of MCAS: $250.00 + GST
- Merchant businesses non-member of MCAS or NGAEDA: $1,000.00 + GST
5.2 The fees are payable annually, with the initial payment being submitted together with the application for the Network Agreement. SaskEnergy will advise the Merchant prior to expiry of the annual membership of the initial agreement term regarding the fees payable for an annual extension of the agreement. Payment of annual fees shall be remitted within thirty (30) days of such notice or the Agreement may be terminated at SaskEnergy's option as set forth herein.
6.1 The Merchant shall indemnify and hold harmless SaskEnergy from and against any suit, claim, loss, cost, damage or expense brought, pressed, claimed or awarded against SaskEnergy arising directly or indirectly from the act or omission of the Merchant or its employees, agents, or representatives in respect of the Network Agreement or services, the breach of any provision of this Agreement, the negligence of the Merchant, or respecting products provided, installed or sold by the Merchant.
6.2 SaskEnergy shall indemnify and hold harmless the Merchant from and against any suit, claim, loss, cost, damage or expense brought, pressed, claimed or awarded against the Merchant arising directly or indirectly where SaskEnergy is found legally liable for the act or omission of SaskEnergy or its employees, agents, or representatives in respect of the Network Agreement or services or of the breach of any provision of this Agreement or of the negligence of SaskEnergy.
7.1 Unless terminated in accordance with the other provisions of this Article, the initial term of this Network Agreement shall be effective from the date of execution hereof by both parties, until December 31, of the current year, provided however that subsequent terms shall be effective for twelve months from January 01 to December 31 of the following year.
7.2 The parties agree that the Network Agreement will be renewed automatically for successive annual terms unless either party provides prior written notice terminating the Agreement thirty (30) days prior to the annual renewal date.
7.3 In the event the Merchant breaches or is in default of any term or condition to this Network Agreement, SaskEnergy may provide a Notice of Default to the Merchant. In the event the Merchant has not remedied the breach or default or commenced remedy of the breach or default to the satisfaction of SaskEnergy within thirty (30) days of receipt of the Notice of Default, SaskEnergy may, at its option, terminate this Agreement by providing written notice to such effect to the Merchant.
7.4 In the event the Merchant breaches or is in default of any term or condition to this Network Agreement SaskEnergy may provide a Notice of Default and Suspension to the Merchant and immediately suspend the Merchant for a period of thirty (30) days. In the event the Merchant has not remedied the breach or default to the satisfaction of SaskEnergy within thirty (30) days of receipt of the Notice of Default and Suspension, SaskEnergy may, at its option, either suspend the Merchant for additional thirty (30) day period, or terminate this Agreement by providing written notice to such effect to the Merchant.
7.5 The parties agree that a change in ownership of the Merchant will constitute an event of default and SaskEnergy may terminate this Network Agreement upon occurrence of same. The newly constituted Merchant shall have the right to re-apply for a Network Agreement with SaskEnergy under its new constitution, in the event the participation criteria are met, as determined by SaskEnergy.
7.6 Either party may terminate this Network Agreement at any time upon giving at least twenty-four (24) hours written notice to the other party.
7.7 In the event the Network Agreement is terminated or suspended in accordance with the provisions hereof, parties agree:
a. That the Merchant shall return the Network communications package and signage to SaskEnergy as soon as reasonably practical.
b. SaskEnergy will terminate the Merchant's benefits under the Network Agreement, including the Network communication package and services.
c. Fees paid pursuant to this Network Agreement will be forfeited upon termination of the Agreement.
7.8 Notwithstanding anything contained in this Article, the provisions of Article 5 shall survive the expiration or termination of this Agreement.
8.1 The Merchant agrees that it will not, either during the term of, or for a period of one (1) year from the date that this or the Network Membership Agreement are terminated:
a. contact, solicit or accept any partnership or membership which is the same or similar to or in competition with the Network alliance; or
b. act in concert with or become affiliated with any other Natural Gas Utility or company selling natural gas, and/or Utility based energy service company doing business in Saskatchewan to offer Services which are similar in nature to those provided under this Network Agreement to Merchant's customers in Saskatchewan.
8.2 The Merchant's covenant herein shall apply in the event that Merchant ceases to be a Network Member for any reason, including sale, transfer, merger or acquisition of the Merchant's business.
9.1 SaskEnergy consents to the Merchant's use of its Official Mark, "SaskEnergy" and "Your Natural Choice"™ and the stylized flame logo for the purposes of and in accordance with the terms and conditions of this Network Agreement. The Merchant agrees and acknowledges that any use of SaskEnergy's protected marks shall ensure to the benefit of SaskEnergy.
9.2 Notices, where required in this Agreement shall be sufficiently given if delivered personally or by regular mail to the addresses set forth on the cover page of this Agreement. Notices shall be deemed to have been delivered on the earlier of the date of actual delivery or three (3) days after posting.
9.3 The Merchant is hereby deemed an "independent contractor" and nothing herein shall be read or construed so as to constitute the Merchant an agent, representative or employee of SaskEnergy.
9.4 Neither party may assign this Agreement unless that party has first obtained the express written consent of the other.
9.5 This Agreement shall be binding on and ensure to the benefit of the Merchant and SaskEnergy and their respective successors and permitted assigns.
9.6 In the interpretation of this Agreement, words in the singular shall be read and construed in the plural and vice versa, and words in the masculine shall include the feminine and neutral, where the context so requires.
9.7 If any provision in this Agreement or any part thereof shall be held by a court of competent jurisdiction to be invalid or unenforceable, such provision, or part thereof, shall be severable here from and of no force and effect without invalidating the remaining provisions hereof and this Agreement shall continue in full force and effect as if the same had not been a part hereof.
Effective as of June 1, 2016