Terms of Use for Enterprise-wide Vendor of Record Arrangements and Volume Licensing Agreements
Terms of Use for Enterprise-wide Vendor of Record Arrangements and Volume Licensing Agreements
Updated: April 2, 2019
In order to be able to access the Clients' Portal and use the Government of Ontario's enterprise-wide Vendor of Record arrangements and Volume Licensing Agreements (the "Arrangements"), OPS Clients and Non-OPS Clients must acknowledge/agree to the Terms of Use listed here. You agree to these terms in accessing the website or in using any of the Arrangements. Failure to abide by the Terms of Use may result in removal of access to the Clients' Portal and the Arrangements. Capitalized terms used herein are defined in the Operational Guidelines for Use of Enterprise-wide Vendor of Record Arrangements and Volume Licensing Agreements by OPS Clients and Non-OPS Clients:
- Your organization is authorized to use the Arrangements for as long as it meets the definition of "OPS Clients" or "Non-OPS Clients" as defined in the Operational Guidelines for Use of Enterprise-wide Vendor of Record Arrangements and Volume Licensing Agreements by OPS Clients and Non-OPS Clients. For an organization that is captured under #12 of the definition of "Non-OPS Clients", the term of any Separate Agreement entered into by the organization shall not exceed the term of its transfer payment agreement.
- Access to the Arrangements will only be used within your organization (i.e., an entity with the same Canada Revenue Agency business number).
- Your organization consents to the information that it provides during this registration process being made publicly available.
- Ontario makes no warranties or representations of any kind as to the accuracy, currency or completeness of any information on this website. This website is made available to you in confidence and on an "AS IS" basis.
- Ontario reserves the right to change the terms, conditions, access rights and notices under which it offers this website. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on this website. Your continued use of the website after the effective date of such changes constitutes your acceptance of and agreement to such changes.
- Ontario may discontinue this website, or limit, terminate or suspend your access to the website at any time, with or without cause or notice. Upon such termination or suspension, your right to use the website will immediately cease.
- Ontario owns the information on this website. The entire contents and design of this website are protected under Canadian and international copyright laws. Copyright © Kings Printer for Ontario. You may look at our website online, download information to your computer to read later, or print copies of pages for your use. However, you must not remove any copyright notices from our materials. We reserve all other rights, which means that you must not sell our information, divulge it beyond your organization, rewrite or modify it, redistribute it, use it on your own website, or use it for any other commercial purpose without our prior written permission.
- You acknowledge that information of a confidential nature to Ontario or the vendor, regardless of whether it is identified as confidential or not ("Confidential Information") may come into your knowledge, possession or control. You will: (a) keep all Confidential Information confidential and secure; (b) limit the disclosure of Confidential Information to only those of your directors, officers, employees, agents, partners, affiliates, volunteers or subcontractors who have a need to know it for the purpose of acquiring or considering the acquisition of products and services from a vendor (the "Purpose") and who have been specifically authorized to have such disclosure; (c) not directly or indirectly disclose, destroy, exploit or use any Confidential Information (except for the Purpose, or except if required by order of a court or tribunal), without first obtaining: (i) the written consent of the Ministry of Government and Consumer Services ("MGCS"); and (ii) in respect of any Confidential Information about the vendor or any other third-party, the written consent of the vendor and any such other third-party; and (d) return all Confidential Information to MGCS on demand, with no copy or portion kept by you. You will not copy any Confidential Information, in whole or in part, unless copying is essential for the Purpose. On each copy made by you, you will reproduce all notices which appear on the original.
- In addition to these terms, the general terms of use for all Ontario government websites also apply to use of this website.
- It is Ontario's intention that, if you choose to access any Arrangement, you do so only to acquire products or services for your operational needs. Ontario, in its sole discretion, may delay, restrict or choose to not renew access by you to information regarding any Arrangement, any agreement between Ontario and any supplier, and any products and services provided by the suppliers to Ontario on any Arrangement.
- Ontario/vendors may contact you regarding our Arrangements.
- Your status in relation to Master Agreements
You are not a party to any Master Agreement and you cannot acquire any deliverables as a client under any Master Agreement. If you wish to acquire products or services or both from a vendor, you must enter into a Separate Agreement with the vendor. - Separate Agreement
Although Ontario is providing you with access to vendors listed on Arrangements to acquire services and deliverables in accordance with the terms of the Ontario Master Agreement, you remain solely responsible for negotiating the terms and conditions of your Separate Agreement with each vendor, including the responsibility for ensuring that each of your Separate Agreements contains business, legal or other terms and conditions as may be necessary for you. - Procurement processes
You are solely responsible for ensuring that the selection of any vendor and the procurements made under any of your Separate Agreements comply with any and all procurement rules, regulations, obligations and processes to which you are subject. Any differences between the terms and conditions of a Master Agreement and the terms and conditions of your Separate Agreement may affect whether the selection of the vendor and the procurements made under your Separate Agreement meet the procurement rules, regulations, obligations or processes to which you are subject. - Ontario not liable for your relationship with vendors
- Ontario does not endorse, recommend or approve the suitability of: (i) any vendor as a supplier to you; (ii) the procurement process used to establish any Arrangement as meeting the procurement rules, regulations, obligations and processes to which you are subject; (iii) the ordering process established for any Arrangement as meeting the procurement rules, regulations, obligations and processes to which you are subject; and (iv) the terms and conditions of any Master Agreement as a basis for, in whole or in part, any Separate Agreement or any other resulting or related relationships or agreements between you and any vendor. You are solely responsible for conducting your own independent assessment (including obtaining your own professional advice, which may include legal and business advice, as may be necessary and appropriate in your specific circumstances) to determine the suitability of the above. Please note that legal and other professional advice provided to Ontario with respect to the establishment of its Arrangements and its Master Agreements was solely for the benefit of Ontario to take into account Ontario's specific legal and other concerns, and may not be applicable to or appropriate for, and may not address any of your concerns or the concerns of any other third party. Legal counsel for Ontario recommends that you obtain independent legal representation and receive independent legal advice, as well as other required independent professional advice, prior to executing any document or entering into any contract or agreement with, or acquiring any products or services from, a vendor.
- Ontario makes no representation, assurance, warranty, or guarantee: (i) that a vendor will enter into a Separate Agreement with you; or (ii) of the quality, value or volume of products or services that may or will be sold, if any, to you.
- Ontario will not: (i) be or be deemed to be a party to, or a guarantor of any obligations or liability of any party under, any Separate Agreement or any resulting or related relationship or agreement between you and any vendor; or (ii) be responsible or liable to you for, and nothing in any agreement between you and any vendor will have the effect of imposing or resulting in the imposition of, any costs, obligation, liability or covenant on Ontario for any matter arising under or in connection with: the Arrangement; any deliverable; the Master Agreement or any related documentation; any access to the Arrangement or the Master Agreement or related documentation; any Separate Agreement; or any act, error or omission of the vendor (including the provision or non-provision of any deliverables or other products or services by the vendor).
- You will not, in relation to or under any Separate Agreement or under any resulting or related relationship or agreement between you and any vendor, bring any cause of action, action, claim, demand or lawsuit against Ontario or any of its personnel as a result of: (i) any act, error or omission of the parties to any Separate Agreement; or (ii) any act, error or omission of Ontario or any of its personnel.
- Any obligations, costs or liability arising under or in connection with any Separate Agreement or any resulting or related relationships or agreements between you and the vendor will remain with you and the vendor.
- You are solely responsible for your own contract administration with the vendor and will not direct any issues that may arise with the vendor to Ontario.
- For the purpose of any Separate Agreement, you have no power or authority to bind Ontario or to assume or create any obligation or responsibility, express or implied, on behalf of Ontario.
- Data and documentation
You will provide to Ontario, at Ontario's request, any data and documentation about your acquisition of products and services from the vendor. - Restrictions to becoming a supplier to Ontario
If you choose to access the Arrangements, you are advised that, in some circumstances, you may be restricted or ineligible to submit a bid to become a supplier to Ontario under future procurement opportunities. - You will, upon request from Ontario, provide reporting on your usage of any Arrangements.
If you are a Non-OPS Client, the following terms also apply to your access to this website and use of the Arrangements:
