e-PRS Secure Web Portal Terms and Conditions of Use Agreement

This Agreement is made on the      day of     , 20    

Between:

Her Majesty in right of Canada ("the Crown") as represented by the Minister of Health for Canada, through the Pest Management Regulatory Agency ("the PMRA")

and

(Business name), with head office in (Province or state), (Country) (hereinafter referred to as "the Information Provider").

Whereas pest control products are regulated under the Pest Control Products Act (PCPA);

And Whereas the PMRA is the section of the Canada Department of Health that administers the PCPA:

And Whereas persons wishing to participate in the regulatory program under the PCPA may be required to submit certain information to the PMRA for that purpose;

And Whereas the PMRA has developed a secure Internet-based application, the Electronic Pesticide Regulatory System ("e-PRS"), permitting the Information Provider to submit information using the Government of Canada's On-Line Public Key Infrastructure (GOL PKI) technology;

And Whereas the Information Provider wishes to submit information under and for the purposes of the PCPA using the GOL PKI technology.

The Parties agree as follows:

1. Purpose of the Agreement
   • 1.1 This Agreement sets out the terms and conditions under which the PMRA will make the Internet-based application, known as the "e-PRS Secure Web Portal (SWP)", available to the Information Provider and to persons authorized by the Information Provider for the purpose of submitting information to the PMRA.
   • 1.2 Since the officer signing this Agreement on behalf of the Information Provider may not be submitting the information, this Agreement sets out the terms and conditions under which:
     • (1) the Information Provider will identify, authenticate and authorize persons to act on its behalf to use the e-PRS SWP to submit information or to perform any other transactions as authorized by the PMRA; and
     • (2) the Information Provider will be responsible for the use of the e-PRS SWP.
2. Definitions

   "Delegate Officer" means a person designated by a Primary Officer for the purposes of using the e-PRS SWP, including applying for the issuance of e-PRS SWP access and for identifying and authenticating persons to be issued e-PRS SWP access and enrolled in the e-PRS SWP; for greater certainty, a Delegate Officer may be a Transaction User for purposes of this Agreement.

   "e-PRS SWP" means the secure Internet-based application developed by the PMRA for Information Providers to submit electronic document packages to the Pest Management Regulatory Agency (PMRA) in a quick and secure manner using the Internet.

   "GCKey" is an electronic credential (a username and password) that allows you to securely access the Government of Canada's online services. This credential service or Sign in Partners (SecureKey Concierge) must be used to create an account in order to access and use the e-PRS SWP.

   "Sign-In Partners" (SecureKey Concierge) are organizations that have partnered with SecureKey Technologies to enable their customers to use their online credentials, such as card numbers or user names and passwords, to access Government of Canada services. This credential service or GCKey must be used to create an account in order to access and use the e-PRS SWP.

   "Primary Officer" is an officer or employee of the Information Provider, who is duly authorized to sign this Agreement on behalf of the Information Provider, and to designate a Delegate Officer for purposes of using the e-PRS SWP. For greater certainty, a Primary Officer may act as a Delegate Officer. The Primary Officer may designate another Primary Officer who is not an officer or employee of the Information Provider to act on behalf of the Information Provider for purposes of using the e-PRS SWP.

   "Program Enrolment" is the process by which an employee or contractor of the Information Provider is authorized by the PMRA to use the e-PRS SWP to receive services or make transactions with the PMRA.

   "Transaction User" means an employee or other person who has been identified and authenticated by the Delegate Officer to be issued e-PRS SWP access.

3. Availability of the e-PRS SWP
   • 3.1 The PMRA makes no warranty as to the availability of the e-PRS SWP, and accepts no responsibility for its unavailability due to any cause beyond its control or that the PMRA could not have reasonably prevented by means of controls, compromise, disaster recovery procedures, business continuity procedures, and that occurred without the fault of the PMRA.
   • 3.2 The PMRA makes no representations or warranties and disclaims all liability in regard to the availability of the Sign-In Partner (Secure Key Concierge), GCKey or related technology or of any other intermediary Internet services, systems or the related technology of the intermediary.
4. Program Enrolment
   
   Upon notification by the Information Provider, or Delegate Officer on its behalf, to the PMRA that the identity of an individual has been authenticated and the individual is thereby authorized by the Information Provider to act on its behalf for purposes of the e-PRS SWP, the PMRA will ordinarily enrol the individual in the e-PRS SWP, but reserves the right to refuse such enrolment.
5. No Charge to Use the e-PRS SWP
   
   Access to the e-PRS SWP is to be provided under this Agreement without charge.
6. Responsibilities of the Information Provider
   • 6.1 The Information Provider is fully responsible for any use of the e-PRS SWP by the Primary Officer, Delegate Officers and Transaction Users designated to act on its behalf in respect to the e-PRS SWP. The Information Provider will authorize the use of and reliance on any Primary Officer, Delegate Officers and Transaction Users enrolled with the e-PRS SWP, for access, data entry and digitally signing communications, or for any other use as authorized by the PMRA.
   • 6.2 The Information Provider will, from time to time, name and confirm the identity of one or more individuals authorized to act on its behalf as Delegate Officers, and give notice to the PMRA.
   • 6.3 By notifying the PMRA as set out in section 6.2, the Information Provider certifies that the Delegate Officer(s) is authorized to use the e-PRS SWP and to authenticate employees or any individual acting on behalf of the Information Provider, for purposes of program enrolment, and who will be known as a "Transaction User".
   • 6.4 The Information Provider certifies that, in any request for e-PRS SWP or program enrolment, information provided to the Delegate Officer by a Transaction User for purposes of e-PRS SWP enrolment is accurate and complete. The Information Provider further certifies to the PMRA that, in seeking enrolment to the e-PRS SWP for its Primary Officer, Delegate Officer(s) and Transaction User(s), it has no information or knowledge that the identity of the Primary Officer, any Delegate Officer or Transaction User is inaccurate, incomplete or has been changed or altered, and that they are authorized to be enrolled accordingly.
7. Protection of Username and Password
   • 7.1 Upon providing the notice referred to in section 6.2, the Information Provider is deemed to warrant:
     1. that it has informed the Delegate Officers and Transaction Users of the obligation to comply with the e-PRS SWP Terms and Conditions of Use, as amended from time to time, including the obligation of Transaction Users to keep passwords and UserIDs secret and not to share them with anyone;
     2. that it has provided the Transaction User with the appropriate software and hardware;
     3. that it will take steps to ensure that the Transaction User will take all reasonable measures to prevent the loss, disclosure, modification or unauthorized use of the password and UserID (and any activation data); and
     4. that it will provide the necessary training and guidance to the Transaction User for those purposes.
   • 7.2 The Information Provider must document, retain and produce on request, records of the employment status and authorization of Transaction Users, linking the Transaction User to an e-PRS SWP account throughout the period that the e-PRS SWP account is assigned to that individual.
8. Deemed Signature
   
   The Information Provider agrees that when the Primary Officer, Delegate Officer or Transaction User uses their e-PRS SWP account to submit information, the Primary Officer, Delegate Officer or Transaction User is deemed to have signed and issued the documents containing the information and is deemed to have done so on behalf of, and as authorized by, the Information Provider.
9. Protection of Information Provider's Computer Networks
   • 9.1 The Information Provider warrants that it will operate the e-PRS SWP on computer equipment that is regularly scanned for viruses and use of malicious programs, and agrees to accept responsibility for any and all use of its computer networks in regard to the e-PRS SWP.
   • 9.2 The Information Provider is advised that it should establish and implement reasonable security measures, including the following:
     1. applying on a regular basis and keeping up-to-date anti-virus mechanisms;
     2. applying software updates to client workstations;
     3. protecting client workstations using firewall services;
     4. maintaining configuration management for the client environment to minimize vulnerabilities;
     5. maintaining a clear separation of duty between system administration, oversight activities and system users;
     6. implementing a password policy under which, at a minimum,
        1. vendor-supplied defaults for system passwords are changed immediately;
        2. vendor-supplied passwords are not used;
        3. client workstations, where feasible, have password protected user accounts; and
        4. passwords, where feasible, are no shorter than eight characters with a combination of uppercase and lowercase letters, numbers and special characters.
10. Notification of the PMRA
    
    The Information Provider agrees to notify the PMRA in the manner set out in section 20 if it has reason to believe that there has been a breach in the terms and conditions of this Agreement, or any act or omission of the Primary Officer, Delegate Officer or Transaction User that would be in breach of this Agreement.
11. Suspension or Revocation of Program Enrolment to the e-PRS
    • 11.1 The Information Provider must, by notice in accordance with section 20, request revocation or suspension of the enrolment of an e-PRS SWP user, or remove e-PRS SWP access of the Primary Officer, Delegate Officer(s) or Transaction User(s) if:
      1. that person no longer has the authority to perform the duties on behalf of the Information Provider;
      2. the username or password of that person is compromised or insecure, or suspected of being compromised or insecure; or
      3. that person fails to meet the obligations under this Agreement.
    • 11.2 For greater certainty, the revocation or suspension of the enrolment of an e-PRS SWP user does not affect the enrolment of other e-PRS SWP users enrolled in the e-PRS SWP, and does not terminate this Agreement. If the enrolment of the e-PRS SWP Primary Officer or Delegate Officer is revoked or suspended from the e-PRS SWP, the Information Provider will replace that Officer and will so notify the PMRA, and will certify the name and the authority of the replacement Officer to act on behalf of the Information Provider.
    • 11.3 The Information Provider must inform the Primary Officer, the Delegate Officer(s) and the Transaction User(s) of their obligation to advise the Information Provider of the occurrence of any circumstances set out in section 11.1.
    • 11.4 The PMRA may of its own initiative without prior notice, or will, on request of the Information Provider, suspend or revoke the enrolment of an e-PRS SWP user, or remove access of an e-PRS SWP user to the e-PRS SWP, if any of the circumstances set out in section 11.1 occur.
12. Disclaimer of Liability by the Crown
    • 12.1 The Government of Canada, its employees, servants or agents, make no representations, warranties or conditions, express or implied, other than as expressly stated in this Agreement.
    • 12.2 The Government of Canada disclaims:
      1. all liability of any kind arising from tort, agreement or any other form of claim in relation to the use, delivery, license or reliance upon e-PRS SWP accounts issued under this Agreement for any use other than in accordance with this Agreement, or the export or import of cryptography products by the Information Provider in connection with the e-PRS SWP;
      2. all liability resulting from any action or inaction on the part of the Information Provider, of any kind arising from tort, contract or any other form of claim in relation to the use, delivery, license or reliance upon e-PRS SWP accounts issued on the direction of the Information Provider;
      3. all liability for any damages, direct or indirect, or consequential, arising from any lack of availability, or delay in providing the e-PRS SWP; and
      4. all liability of any kind whatsoever for matters beyond its control, including the availability or working of the Internet, or telecommunications or other infrastructure systems.
13. Liability
    • 13.1 The e-PRS SWP is offered as a service for communications and transactions between the PMRA and the Information Provider. The PMRA therefore states that it has no relationship and owes no duty whatsoever to anyone who is not the Information Provider under this Agreement, for any claims, actions, loss, damages, awards, including, without limitation, loss of revenue or profit or savings, lost or damaged data, or other commercial or economic loss, or any indirect or incidental, special or consequential damages, whatsoever, even if the PMRA has been advised of the possibility of such damages, or for claims by a third party, nor shall the PMRA's contractors, suppliers, agents, employees or representatives have such liability. This section shall apply whether or not the liability results from tort (including negligence), contract (including breach of fundamental terms or conditions of this Agreement), criminal act or otherwise from any other theory of responsibility or liability.
    • 13.2 The PMRA makes no warranties or representations, express or implied, with respect to the e-PRS SWP, or the Sign-In Partner (Secure Key Concierge) or GCKey, nor to the operations which will be conducted using or relying on the e-PRS SWP, or the Sign-In Partner (Secure Key Concierge) or GCKey. The e-PRS SWP provided by the PMRA is provided without warranties, representations, and condition, express or implied, including, without limitation, warranties or conditions of accuracy, completeness, currency, merchantable quality, fitness for a particular purpose, or those arising by law or by statute, or by usage of trade or course of dealing.
    • 13.3 Notwithstanding anything in this Agreement, the Crown's maximum aggregate liability to an Information Provider under this Agreement for the e-PRS SWP, or any third party, who reasonably uses or relies on the e-PRS SWP, for any claim whatsoever related to any service associated with the e-PRS SWP, shall not exceed $50,000.00 per award, judgment or negotiated settlement, even if the PMRA has been advised of the possibility of such damages, or for claims by a third party, nor shall the PMRA's contractors, suppliers, agents, employees, or representatives have such liability. This section shall apply whether or not the liability results from tort (including negligence), contract (including breach of fundamental terms or conditions of this Agreement), criminal act or otherwise from any other theory of responsibility or liability.
14. Dispute Resolution
    
    The Parties hereby undertake to use their best efforts to resolve in an amicable and expeditious manner any dispute or difference that may arise between them under this Agreement, first by negotiation and, failing resolution, then through an independent mediator. Any dispute or difference which has not been resolved by either of these means shall be referred to binding arbitration under the Commercial Arbitration Act, R.S., 1985, c.17 (2nd Supp.).
15. Criminal Offence
    
    The Information Provider acknowledges and will ensure that the Primary Officer, Delegate Officers and Transaction Users understand that it is a criminal offence to use their e-PRS SWP account to gain unauthorized access to any computer networks and systems, or to cause any mischief to any computer networks and systems or to any data contained in the networks or systems.
16. Privacy and Confidentiality
    • 16.1 The Information Provider consents to and accepts that the PMRA may collect and use identifying information, being the name of the Information Provider, its location of operation, and if required, its Business Number, issued by the Canada Revenue Agency, for the purposes of communicating with the PMRA and identifying any communication submitted by the Information Provider using the e-PRS SWP application.
    • 16.2 The Information Provider will inform the Primary Officer, Delegate Officers and Transaction Users that identifying information of the Primary Officer, Delegate Officers and Transaction Users collected and used by the Information Provider for purposes of program enrolment to the e-PRS SWP or for purposes of suspension or revocation of program enrolment, may be provided to the PMRA upon request, and the Information Provider warrants that the Primary Officer, Delegate Officers and Transaction Users have consented to any such disclosure of identifying information prior to program enrolment. The Information Provider further warrants that any contractor acting on its behalf as a Primary Officer, Delegate Officer or Transaction Officer has consented to the disclosure of identifying information to the PMRA.
    • 16.3 It is understood that the Information Provider has the right to access and request correction of any identifying information in the records maintained by the PMRA, and that the Primary Officer, Delegate Officer and Transaction User have a right to access their identifying information in accordance with the Privacy Act.
    • 16.4 It is understood that the Information Provider, Primary Officer, Delegate Officer and Transaction User may, at any time, by signed written notice, either electronically and digitally signed, in writing, or by facsimile, withdraw their consent as set out in sections 16.1 and 16.2, and if they do so, the PMRA may not be able to provide them, or continue to provide them, with enrolment with the e-PRS SWP. Until receipt of such notification, the PMRA is entitled to rely on section 16.2.
17. No Partnership
    
    The PMRA and the Information Provider expressly disclaim any intention to create a partnership, employer/employee relationship, joint venture, joint enterprise or fiduciary relationship. It is understood, acknowledged and agreed that nothing contained in this Agreement nor any acts of the PMRA or the Information Provider or any relying party shall constitute or be deemed to constitute the PMRA and the Information Provider (or any relying party) as partners, employer and employee, joint venturers, principal and agent, trustee and beneficiary, or as in a fiduciary relationship of any kind, in any way or for any purpose.
18. Assignment
    
    The Information Provider may not assign this Agreement, in whole or in part. The PMRA may assign any part or all of this Agreement, and may contract out any or all of its services.
19. Terms of Agreement
    • 19.1 Either party may terminate this Agreement for any reason upon thirty days' notice.
    • 19.2 The PMRA may terminate this Agreement without notice in the event that the Information Provider fails to comply with its obligations under this Agreement.
    • 19.3 In the event of termination of this Agreement, any e-PRS SWP account issued to the Primary Officer, Delegate Officer or Transaction User shall no longer be enrolled with the PMRA for the e-PRS SWP or any other program without notice.
20. Notice
    • 20.1 Where this Agreement calls for notice or notification by either party, unless specified otherwise, such notice may be delivered by hand, by mail, by courier, by facsimile, or by digitally signed electronic mail. A notice shall be deemed to have been received on the fifth business day after mailing if sent by regular mail, on the date of delivery if sent by courier and on the first business day after the date of transmission if sent by facsimile or electronic mail.
    • 20.2 Notice shall be given to the PMRA to the attention of the Chief Registrar.
    • 20.3 Notice shall be given to the Information Provider
21. Severability
    
    If any provision of this Agreement is declared by an arbitrator or a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect.
22. Successor and Assigns
    
    Subject to section 18, this Agreement shall enure to the benefit of, and be binding upon, the successors and any permitted assigns of the PMRA and of the Information Provider, except that e-PRS SWP accounts are personal to the Primary Officer, Delegate Officer or Transaction User and are not transferable.
23. Survival
    
    Notwithstanding the termination of this Agreement, provisions concerning indemnity, liability, and dispute resolution shall survive.
24. Entire Agreement
    
    This agreement, as amended from time to time, constitutes the entire and sole agreement between the parties with respect to e-PRS SWP and supersedes all previous negotiations, communications and other agreements, whether written or oral, relating to it, unless they are incorporated by reference in the Agreement. There are no terms, covenants, representations, statements or conditions binding on the parties other than those contained in this Agreement.
25. Governing Laws
    
    The Agreement shall be governed by, and construed in accordance with, the laws of Canada and any applicable laws of the Province of Ontario exclusive of their conflicts-of-laws principles.

Date:
Signed on behalf of the Information Provider by: