National R&D Inc. and A. S. P. Corp. Terms & Conditions

The following standard terms and conditions apply to the agreement between National R&D Inc. / A. S. P. Corp. (National) and you (the Client) except as otherwise included in the agreement letter to which these terms and conditions are attached (the agreement letter).

• Gathering and Verification of Information.
  National will perform the services based on the information the Client provides to National. National will rely on that information to be accurate and complete and National will neither verify the information nor perform any procedures designed to discover errors or other irregularities in the information, although National may ask the Client to clarify or supplement such information. National will not independently verify financial statements or data submitted by the Client to allow National to neither perform services, nor will National review furnished working papers for technical and mathematical accuracy. The agreement of National cannot be relied upon to uncover errors in the underlying information incorporated in the Client’s tax returns or other information, should any exist.
• Review By Tax Authorities.
  National will use professional judgment in resolving questions affecting the Client’s affairs relating to the tax services to be provided by National. Unless the Client instructs otherwise, National will take the position most favourable to the Client whenever reasonable. All returns are subject to examination by taxation authorities. National’s tax assistance may be audited and challenged by Canadian and other tax authorities, who may not agree with National’s positions. In this regard, you understand that the result of any tax assistance is not binding on tax authorities or the courts and should never be considered a representation, warranty, or guarantee that the tax authorities or the courts will concur with National’s advice or opinion. Any tax assistance provided by National will be based upon the law, regulations, cases, rulings, and other tax authority in effect at the time specific tax assistance is provided. If there are subsequent changes in or to the foregoing (for which National shall have no specific responsibility to advise the Client), you acknowledge that such changes may result in the tax assistance provided by National being rendered invalid or necessitate (upon your request) a reconsideration of that prior tax assistance.
• Cooperation
  The Client shall cooperate with National in the performance by National of its services hereunder, including, without limitation, providing National with reasonable facilities and timely access to data, information, authorised representation (ie. CRA My Business Account), and personnel of the Client. The Client shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to National for purposes of the performance by National of its services hereunder.
• CRA Access and Audit Communication
  The Client shall provide and maintain full access to: (a) CRA My Account, (b) CRA My Business Account, (c) All CRA correspondence (electronic and paper), (d) Audit letters, RFIs, proposals, and adjustments, (e) GST/HST, payroll, and T2-related notices, (f) etc. The Client must ensure that all CRA communications are immediately forwarded to National.
• Exclusive CRA Communication Authority
  No documents, explanations, statements, or responses shall be submitted to the CRA by the Client, directly or indirectly, without National’s prior review and written approval. This includes RFI responses, audit materials, technical explanations, financial schedules, and any supplemental documents.
• Audit Interference
  The following are expressly prohibited and constitute a Non-Cooperation Event: (a) - Communicating with CRA auditors directly, (b) Providing unvetted documents to CRA, (c) Re-opening closed audit issues without approval, (d) Failing to attend audit meetings, (e) Delays in responding to CRA information requests, and (f) Providing inconsistent information to CRA or external consultants.
• T2 and Financial Services Integration
  Where National provides T2 filing, bookkeeping analysis, financial schedules, or related tax support, the Client shall: (a) Provide timely access to internal accounting systems, (b) Deliver year-end financial statements and trial balances within 5 business days of request, (c) Provide documentation for capital assets, payroll, and eligible expenditures, and (d) Not modify accounting entries relating to SR&ED without consultation. Failure to follow these requirements constitutes a Non-Cooperation Event.
• Termination for Cause (Ontario)
  National may terminate the Agreement immediately for Cause (as defined) upon written notice, without the 10-day notice period, where:
  • CRA deadlines are jeopardized, or
  • the integrity of the claim is compromised.
  Upon termination:
  • All hourly fees (at National’s published rates) become immediately due
  • All expenses, disbursements, and CRA audit support work performed must be paid
  • National may notify CRA that it no longer represents the Client
• Payment of Invoices
  All accounts shall be due and payable when rendered. It is the client’s responsibility to notify and provide National a copy of the notice of assessment as soon as it is received. Without limiting its rights or remedies, National shall have the right to halt or terminate its services entirely if payment is not received within forty five (45) days of the notice of assessment or reassessment date or the invoice date (whichever is earlier). Interest shall be charged on accounts unpaid after forty five (45) days after the date of the notice of assessment or reassessment or the invoice date (whichever is earlier). Interest shall be calculated and payable at the rate of 19.56% per annum (1.5% per month).
• Returned or Dishonoured Cheques
  If the Client submits a cheque that is returned, dishonoured, or refused by the Client’s financial institution for any reason, an immediate $200 administrative fee will be charged to the Client and added to the outstanding balance. The Client acknowledges and agrees that National may, at its absolute discretion, prohibit the Client from making any further payments by cheque following a single returned or dishonoured cheque. The Client remains fully responsible for all resulting delays, interest, collection charges, and fees.
• Deposit of Cheques
  National will deposit all cheques received from the Client on the date indicated on the cheque, without exception. National will not hold, delay, or alter the deposit of any cheque, regardless of any instruction or request made by the Client. The Client is solely responsible for ensuring that sufficient funds are available on the cheque date, and National bears no liability for any fees, penalties, or consequences arising from insufficient funds or premature deposit due to inaccurate dating of a cheque by the Client.
• Retainer Requirement for Delinquent Accounts / Retainer for Continued Services
  Where a Client has demonstrated a pattern of late payment, returned payments, non-payment, or any other behaviour that NRD, in its sole discretion, considers delinquent, NRD reserves the right to require a retainer as a condition of continuing or releasing any work. The required retainer shall be up to $10,000, as determined by National based on the Client’s account history, the scope of services, and the anticipated workload. The retainer must be paid in full before any further work is released or commenced. NRD may draw on the retainer to satisfy any outstanding or future invoices, fees, or charges. Any unused portion of the retainer will be applied to the Client’s final balance or refunded upon full payment of all amounts owing. Failure to provide the requested retainer may result in the suspension of services, withholding of deliverables, and/or termination of the Client’s account.
• Right to Redirect Funds
  The Client expressly authorizes NATIONAL, at its sole discretion, to receive, endorse, deposit, and apply any funds received in connection with the Claim Preparation Services, including refunds, credits, rebates, settlements, or other amounts paid by the CRA or any third party, toward any outstanding fees, costs, expenses, liquidated damages, or other amounts owing by the Client under this Agreement. NATIONAL may redirect or apply such funds without further notice to the Client, and any balance remaining after satisfaction of outstanding amounts shall be remitted to the Client. This authorization survives the termination or expiry of this Agreement.
• Personal Guarantee
  In consideration of National entering into this Agreement with the Client, the undersigned (the "Guarantor") hereby unconditionally and irrevocably guarantees the full and prompt payment and performance of all obligations of the client under this Agreement. The Guarantor agrees that this is a continuing guarantee and shall remain in full force and effect notwithstanding any extension, modification, or renewal of this Agreement. The Guarantor waives any requirement that National first proceed against the Client before enforcing this guarantee. This guarantee shall be binding upon the Guarantor and their heirs, executors, and assigns. By signing the agreement, the Client consents to the performance of a credit check in the event that the Client’s account with National becomes delinquent.
• Taxes
  All fees and other charges do not include any applicable federal, provincial or other goods and services or sales taxes, or any other taxes or duties whether presently in force or imposed in the future. Any such taxes or duties shall be assumed and paid by the Client without deduction from the fees and charges hereunder.
• Term
  Unless terminated sooner in accordance with its terms, this agreement shall terminate on the completion of National’s services hereunder. This agreement may be terminated by either party at any time in writing to the other party by providing 10 days written notice to National. In the event of termination pursuant to this paragraph, the Client agrees to compensate National under the terms of the agreement letter to which these terms are appended for services performed and expenses incurred through the effective date of termination, as well as for reasonable time and expenses incurred to bring our services to a close in a prompt and orderly manner. National has the right to terminate this agreement if the obligations of the Client are not fulfilled. Before exercising this right, National will provide the Client with 20 days notice to remedy such breach. If National exercises its right of termination, we will not be responsible for any loss, cost or expense resulting from such termination. Without limiting our rights or remedies, National has the right to suspend or terminate its services until payment is received on late invoices.
• Third Parties and Internal Use
  Except as otherwise agreed in writing, all services in connection with this agreement shall be solely for the Client’s internal purposes and use, and this agreement does not create privities between National and any person or party other than the Client (“third party”). This agreement is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports, or other services of National. The Client further agrees that the advice, opinions and reports issued by National shall not be distributed to any third party without the prior written consent of National. National agrees that such consent will ordinarily be granted provided that the Client makes a specific written request of National and the third party seeking such materials executes an acknowledgement of non-reliance and a release acceptable to National.
• Confidentiality
  To the extent that, in connection with this agreement, National comes into possession of any proprietary or confidential information of the Client, National will not disclose such information to any third party without the Client’s consent, except As may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with litigation pertaining thereto, or (b) To the extent such information(i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by National in breach hereof(ii) is disclosed by the Client to a third party without substantially the same restrictions as set forth herein(iii) becomes available to National on a non-confidential basis from a source other than the Client which National believes is not prohibited from disclosing such information to National by obligation to the Client(iv) is known by National prior to its receipt from the Client without any obligation of confidentiality with respect thereto, or(v) is developed by National independently of any disclosures made by the Client to National of such information. Except as instructed otherwise in writing, each party may assume that the other approves of properly addressed fax, email (including email exchanged via Internet media) and voicemail communication of both sensitive and non-sensitive documents and other communications concerning this agreement, as well as other means of communication used or accepted by the other.
• Limitation of Liability
  Except to the extent finally judicially determined to have resulted from NATIONAL’s bad faith or intentional misconduct, NATIONAL’s total aggregate liability to the CLIENT for any claims, losses, damages, liabilities, costs, or expenses arising out of or relating to this Agreement, whether in contract, tort, statute, or otherwise, shall not exceed the total fees paid by the CLIENT to NATIONAL under this Agreement. In no event shall NATIONAL be liable for consequential, indirect, special, incidental, punitive, exemplary, or economic damages, including but not limited to loss of revenue, loss of profit, loss of opportunity, or failure to realize expected savings. The CLIENT agrees that NATIONAL’s liability shall be several, not joint, and the CLIENT may only claim NATIONAL’s proportionate share of liability based on NATIONAL’s degree of fault, if any, as finally determined by a court of competent jurisdiction. Note: This Limitation of Liability survives termination of this Agreement.
• Indemnity
  The CLIENT agrees to indemnify and hold harmless NATIONAL and its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, penalties, interest, costs, legal fees (on a substantial indemnity basis), and expenses arising from:
  1. any Non-Cooperation Event;
  2. any inaccurate, incomplete, or misleading information provided by the CLIENT;
  3. any direct submission of information or documentation to the CRA by the CLIENT without NATIONAL’s prior review and approval;
  4. any breach of this Agreement by the CLIENT; or
  5. any action or inaction by the CLIENT that increases the complexity, duration, or scope of the Claim Preparation Services.
  Note: This indemnity obligation survives termination or expiry of this Agreement.
• Liquidated Damages for Non-Cooperation
  In addition to all other remedies available to NATIONAL, the CLIENT agrees that, in the event of a Non-Cooperation Event, NATIONAL shall be entitled to liquidated damages in the amount of $1,500.00 per day for each day that the CLIENT’s non-cooperation delays the preparation, audit, review, or submission of the Claim Preparation Services. The CLIENT acknowledges that actual damages would be difficult to quantify and that the liquidated amount is a genuine pre-estimate of NATIONAL’s administrative disruption, opportunity cost, and additional resource allocation. The liquidated damages are not a penalty.
• Acceleration on Default / Non-Cooperation
  Upon the occurrence of a Non-Cooperation Event:
  1. all fees, hourly charges, costs, and expenses incurred by NATIONAL up to the date of the Non-Cooperation Event become immediately due and payable without further notice or demand; and
  2. NATIONAL may, at its option, convert the contingency fee structure to hourly billing, retroactive to the commencement of the Claim Preparation Services, at NATIONAL’s then-current professional hourly rates.
• Survival
  The following CLIENT obligations shall survive the termination or expiry of this Agreement: (a) cooperation obligations, (b) indemnity obligations, (c) liquidated damages obligations, (d) fee payment obligations, and (e) NATIONAL’s enforcement rights.
• Unenforceable Provisions
  In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
• Survival and Interpretation
  The agreements and undertakings of the Client contained in the agreement letter, to which these terms are attached, together with the provisions of all Paragraphs hereof, (except for the “term” of the agreement) shall survive the expiration or termination of this agreement.
• Governing Law, Severability and Entire Agreement
  This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties attorn to the exclusive jurisdiction of the courts of Ontario. Any action or proceeding relating to this agreement shall be brought in the Province of Ontario, and the parties submit to the jurisdiction of the courts of the Province of Ontario and waive any defense of inconvenient forum to the maintenance of such action or proceeding. If any provision of such terms or agreement letter 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 permissible the intent of the parties set forth herein. These terms and the agreement letter to which these terms are attached is the complete agreement between the parties with respect to the subject matter hereof and supercedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind whether oral or written.
• Notice & Service of Documents
  The Client agrees that any notice, invoice, demand, or communication in connection with this Agreement, including legal notices, may be delivered by electronic mail to the most recent email address provided by the Client. The Client further agrees that service by email shall be deemed valid and effective service, subject to and in accordance with the Rules of Civil Procedure, the Residential Tenancies Act, 2006, or any other applicable legislation. The Client acknowledges that, should court rules require an order for substituted service, this clause may be relied upon by the Company as the Client’s prior consent to electronic service.
• Assignment
  Except as provided below, neither party may assign, transfer or delegate any of its rights or obligations hereunder (including, without limitation, interests or claims relating to this agreement) without the prior written consent of the other party. National may, without the consent of the Client, assign or subcontract its rights and obligations hereunder to (a) any affiliate or related entity or (b) any entity which acquires all or a substantial part of the assets or business of National.
• Working Papers
  National retains ownership of the copyright and all other intellectual property rights in our advice and working papers. National is entitled to use or develop the knowledge, experience and skills of general application gained through performing this agreement. Our terms and conditions are reviewed annually and are subject to change.
• Meeting Cancellation Fees
  To ensure we can effectively serve all of our clients, National requires a minimum of 5 business days’ notice to cancel or reschedule meetings. A $500.00 fee will apply for changes made to a scheduled meeting within this timeframe.
• Revisions to Terms and Conditions
  Our terms and conditions are reviewed annually and are subject to change.

DEFINITIONS

Cause

“Cause” means any conduct by the CLIENT that:

• (i) constitutes non-cooperation as defined herein;
• (ii) materially impedes, delays, or obstructs NATIONAL’s ability to perform the Claim Preparation Services;
• (iii) results in inaccurate, incomplete, or misleading information being provided to NATIONAL or to the CRA; or
• (iv) constitutes a breach of any material term of this Agreement.

Non-Cooperation Event

“Non-Cooperation Event” means any failure, refusal, or delay by the CLIENT to comply with its cooperation obligations, including, without limitation:

• (i) failing to provide documents, access, or information requested by NATIONAL;
• (ii) failing to attend meetings or respond to communications;
• (iii) interfering with the audit, review, or RFI (Request for Information) process;
• (iv) submitting documents, explanations, or responses directly to the CRA without NATIONAL’s prior review and approval;
• (v) revoking or refusing access to CRA My Account or other required CRA portals; or
• (vi) any conduct that undermines NATIONAL’s ability to manage the claim, the audit, or the appeal process.

Claim Preparation Services

“Claim Preparation Services” means all services performed by NATIONAL relating to the preparation, analysis, drafting, audit support, review, appeal, or submission of the CLIENT’s SR&ED claim, including communications with the CRA, document review, financial analysis, technical assessment, preparation of RFIs, and any related professional services.