Speakers Bureau of Canada | Virtual Agreement Terms and Condition

Order of Precedence

These Terms and Conditions are incorporated into the Agreement between the Speakers Bureau of Canada (“SBC”), the Host Organization, and the Speaker. In the event of any conflict or inconsistency between the Agreement and these Terms and Conditions, the Agreement shall prevail, but only to the extent of such conflict or inconsistency.

Parties

Speakers Bureau of Canada (“SBC”), the Speaker, and the Host Organization (“Host”) are each a “Party” and collectively the “Parties.” The Parties are identified in full in the Agreement. Nothing in the Agreement or these Terms and Conditions shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties, nor to impose on SBC any liability for the obligations of the Host Organization. These Terms and Conditions apply to the Agreement governing the scheduled Engagement.

Speakers is Independent Contractor

The Parties acknowledge that the Speaker is an independent contractor and not an employee, partner, joint venturer, or agent of SBC or the Host Organization. The Speaker has exclusive control over the manner and means of providing the services under the Agreement. The Speaker is solely responsible for compliance with all applicable tax obligations, including federal and provincial income taxes, GST/HST, and any required social insurance contributions or workers’ compensation coverage. The Speaker shall indemnify and hold harmless SBC and the Host Organization from any claims, penalties, or liabilities arising from the Speaker’s failure to comply with such obligations.

Relationship of Speaker

The Speaker agrees to perform the Engagement described in the Agreement in good faith and with professional diligence. Nothing in these Terms and Conditions creates or implies a fiduciary duty, partnership, joint venture, or agency relationship between SBC and the Speaker. Each Party remains solely responsible for its own acts and omissions.

Subsequent Engagements

For a period of two (2) years following the Engagement, the Host Organization shall book any further engagements of the Speaker exclusively through SBC.

Non-Assignability

Neither the Agreement nor these Terms and Conditions may be assigned, in whole or in part, by any Party without the prior written consent of the other Parties.

Tax Withholding

Where required by law, the Host Organization may withhold taxes from payments due to the Speaker, including non-resident withholding taxes. Any such amounts shall be remitted by the Host Organization to the appropriate tax authority on the Speaker’s behalf, with documentation provided to the Speaker. The Speaker’s invoice shall reflect any such deductions, and receipts for non-resident withholding taxes will be issued once available from the applicable authority.

Payment of Applicable Taxes

The Host Organization is responsible for any sales taxes, admission taxes, user fees, or similar charges imposed by the jurisdiction of the Engagement. These amounts are in addition to the Speaker Fee and shall not reduce the Speaker’s compensation.

Payment Terms

The Host Organization shall comply with the payment terms set out in the Agreement, and time of payment is of the essence. All payments shall be made to SBC in the manner specified in the Agreement. Failure to pay by the due date constitutes a material breach. Acceptance of a late payment by SBC does not waive or limit any other rights or remedies available under the Agreement. SBC is responsible for paying the Speaker unless otherwise specified in the Agreement. All Parties must comply with applicable federal and provincial tax laws relating to the Engagement.

Appropriate Venue

If the Host Organization requests the Speaker to attend a production studio supplied by the Host, the Host Organization must inform and brief the Speaker on all logistics related to that studio. The Host Organization is responsible for providing all equipment and facilities required for the Engagement and for ensuring that any production studio or venue it supplies complies with all applicable health and safety laws, municipal and provincial regulations, and guidance issued by the Public Health Agency of Canada. Where the Speaker elects to deliver the Engagement from their own in-home studio or a production studio of their choice, the Speaker is responsible for that venue. If the Host Organization fails to meet its obligations under this clause, the Speaker may terminate the Engagement without further obligation to the Host Organization, and the Speaker Fee shall remain payable in full.

Scope of Engagement

Unless otherwise specified in the Agreement, the Speaker must arrive at least thirty (30) minutes before the start time to login and meet with a representative of the Host Organization. The Speaker is not required to participate in appearances or activities beyond those set out in the Agreement. The Fee applies solely to the Engagement described in the Agreement. Any additional activities must be separately negotiated with SBC in writing. Any material change to the Engagement, including changes to venue, purpose, or sponsorship, must be communicated immediately to SBC. If such changes are unacceptable to the Speaker, the Host Organization shall have an opportunity to resolve the issue. If resolution is not achieved within thirty (30) days, the Speaker may cancel the Engagement and SBC may retain any funds already paid.

Cancellations

If either the Speaker or the Host cancels the Agreement, the cancellation protocols and penalties set out in the Agreement shall apply. If the Speaker becomes the subject of public scandal, criminal charges, or conduct reasonably likely to bring the Speaker or SBC into disrepute, SBC may terminate the Agreement on behalf of the Host without liability. In such circumstances, the Speaker shall refund any fees already paid, and SBC shall return any funds it holds that are due back to the Host.

Speaker Misconduct

If the Speaker engages in criminal activity or conduct constituting professional misconduct, the Host may request cancellation by providing written notice and credible supporting evidence within seven (7) days of becoming aware of the issue. SBC and the Host shall review the evidence and confirm validity within seven (7) days. If the claim is substantiated, the Parties shall first attempt to secure a replacement Speaker. If no replacement is secured, the Host shall be refunded the full Speaker Fee, less any non-refundable travel expenses. SBC and the Host agree to cooperate in good faith to resolve the matter while protecting the integrity of all Parties.

Recording Prohibited

Unless expressly permitted in the Agreement, the Host Organization shall not, and shall not permit others to, record, broadcast, photograph, or reproduce any portion of the Engagement without prior written consent from both SBC and the Speaker. The Host Organization must inform attendees in advance that full-session recording, including by mobile phone or personal device, is strictly prohibited. Unless otherwise stated in the Agreement, the Speaker, SBC team members, and attendees may take photographs or short video clips of the Speaker during the Engagement. All requests to record or broadcast must be submitted through SBC, which will obtain the Speaker’s approval and confirm the terms in writing. If recording is authorized, the Host Organization shall provide SBC and the Speaker with a downloadable master copy immediately after the Engagement. The Host Organization also consents to the use of images of its facilities and venue in any authorized recording or rebroadcast.

Reproduction Prohibited

If the Host Organization receives permission to record or broadcast the Engagement, all reproduction rights remain with the Speaker. Any permitted term or expiry shall be set out in the Agreement under “Recording Instructions.” Recordings may only be hosted on internal, password-protected channels accessible to participants invited to the Engagement. The Host Organization may not upload or distribute recordings on public websites or social media platforms, including Facebook, Instagram, Twitter/X, LinkedIn, YouTube, Vimeo, or similar. All recordings are protected under the Copyright Act of Canada. The Speaker retains ownership of all rights, title, and interest in the presentation, presentation materials, and recording master. Use of recordings beyond the internal intranet, including for online training or future programs, is strictly prohibited unless expressly authorized in writing by SBC and the Speaker.

Promotional Videos

The Host Organization must obtain advance written approval from SBC or the Speaker for any use of the Speaker’s name, image, likeness, or recordings in Promotional Videos. Approval, if granted, shall be confirmed in the Agreement under “Recording Instructions.” The Host Organization must provide written notice of any request for the Speaker to create a Promotional Video inviting attendees before the Engagement. The Speaker and SBC will provide written confirmation of approval or denial. If approved, the Promotional Video remains the intellectual property of the Speaker, with the Host Organization granted indefinite use solely for promoting the Engagement or future events on its internal and public channels that it owns and controls.

Summary Videos

The Host Organization must obtain advance written approval from SBC or the Speaker for any use of the Speaker’s name, image, likeness, or recordings in Summary Videos. Approval, if granted, shall be confirmed in the Agreement under “Recording Instructions.” The Host Organization must provide written notice of any request to record the Engagement and create a Summary Video, and must disclose any third party involved in recording, production, or promotion. Summary Videos may include photos and short video clips of five (5) to twenty (20) seconds without audio. If approved, the Summary Video shall be the intellectual property of the Host Organization, with indefinite use permitted on internal and external channels it owns and controls. At the Speaker’s request, the Host Organization shall provide copies of clips or the Summary Video and grant the Speaker permission to use five (5) to twenty (20) second excerpts from the Engagement for promotional purposes.

Intellectual Property

The Speaker retains ownership of all intellectual property relating to the Engagement, including presentation materials, slides, recordings, transcripts, articles, summaries, interviews, photographs, and any other materials created in connection with the Engagement. The Speaker authorizes SBC to enforce any misuse or breach of these rights on the Speaker’s behalf. The Host Organization must notify SBC and the Speaker of any third party involved in recording, production, or promotion. No third party may access, own, or control the intellectual property without prior written consent from both SBC and the Speaker. The Host Organization shall not upload recordings to any public website or social media platform, including Facebook, Instagram, Twitter/X, LinkedIn, YouTube, Vimeo, or similar. No recording, summary, or related material may be released internally or externally without written permission from SBC. All submissions and publicity requests, including advertisements and social media, must be submitted in English for review and written approval by SBC. Following the Engagement, any use or distribution of materials, whether stored on password-protected sites or otherwise, requires prior written authorization from both SBC and the Speaker. The Host Organization acknowledges that all such materials are protected by the Copyright Act of Canada, and that the Speaker is the sole owner of all rights, title, and interest in the presentation, presentation materials, and recording master. Any use beyond what is expressly authorized in the Agreement, including distribution outside the Host’s internal intranet or use for training, is strictly prohibited.

Presentation, Slides and Handout Translations

The Host Organization is responsible for printing, transcription, and translation of all presentation materials required for the Engagement. Where bilingual or translation requirements have been confirmed by SBC or the Speaker, the Speaker will provide materials and cooperate with the Host Organization and its contributors to meet those requirements before and during the Engagement. All materials remain the intellectual property of the Speaker.

Virtual Software and Technology

The Host Organization, including its contractors or production partners, shall be responsible for providing and communicating all technology requirements for the Engagement, including virtual platforms, security measures, accessibility features, technical services, and any physical equipment required. The Host Organization shall assist and support the Speaker with technology setup prior to the Engagement. The Speaker shall familiarize themselves with the platform and participate in a test run or technology check with the Host Organization in advance. Any special requests regarding setup or delivery must be submitted by either Party no later than seven (7) days prior to the Engagement. The Host Organization shall provide SBC and the Speaker with contact details for all internal or external representatives responsible for production or technical support. The Host Organization shall also ensure that all stakeholders involved in the production or delivery of the Engagement are informed of, and comply with, the Agreement and these Terms and Conditions.

Technical Failures

Each Party is responsible for ensuring it has the equipment, internet connection, software access, and technical support necessary to participate in the Engagement. No Party shall be liable to the other for the quality of the presentation, interruptions, delays, or failures in performance caused by technical failures outside its reasonable control, including internet outages, platform malfunctions, or power disruptions. In such circumstances, the Parties shall make good faith efforts to resume the Engagement as promptly as possible. If the Engagement cannot be completed due to such technical failures, the Parties will cooperate in good faith to reschedule or deliver an additional session After the Engagement.

Invitations and Admissions

If the Host Organization invites members of the public or external attendees, including partners, customers, sponsors, community groups, or other third parties, it must first inform and obtain permission from SBC and the Speaker. The Host Organization, together with all stakeholders involved in producing the virtual Engagement, is responsible for controlling and monitoring invitations and access. Invitations must be password-protected or otherwise secured through controlled admissions using the virtual software platform. The Host Organization must ensure that access is limited to the attendees identified under these Terms and Conditions. If invitations or access points cannot be properly secured, the Host Organization must notify SBC before signing the Agreement. The Host Organization accepts responsibility for any disruptions, unauthorized access, or security breaches resulting from failure to secure invitations or access.

Publicity and Promotion

The Speaker’s name, voice, image, or likeness may not be used as an endorsement of any product, service, sponsorship, or promotion. Promotional materials provided by SBC are pre-approved and remain the Intellectual Property of the Speaker. The Speaker grants the Host Organization limited use of their pre-approved biography, topic descriptions, and image solely to promote the Engagement, from the date the Agreement is fully executed until the performance date. The Host Organization may only use materials provided by SBC or the Speaker for such promotion. Nothing in these Terms and Conditions shall be interpreted as an endorsement by the Speaker, implied or otherwise.

Confidentiality

The Parties agree that the Agreement, including all compensation terms, or “Speaker Fee” is confidential and shall not be disclosed to any third party, including audience members, event planners, partners, agents, or production companies involved in the Engagement. The Host Organization shall limit disclosure of the Speaker Fee to internal personnel directly responsible for funding, planning, or delivering the event. Permitted disclosures are restricted to sponsors, payment approval departments, legal counsel, accounting or auditing professionals, and municipal, provincial, or federal government bodies responsible for grant applications or procurement reviews. Except as expressly permitted in this clause, the Speaker Fee and related terms shall not be disclosed to any other internal or external individual or entity.

Privacy Legislation

The Parties acknowledge that if the Host Organization is subject to the Privacy Act of Canada or any provincial freedom of information or privacy legislation, it may be required to disclose information relating to the Agreement in compliance with such laws.

Limitation of Liability

Nothing in the Agreement or these Terms and Conditions shall be construed to create a partnership, employment, agency, or joint venture relationship between the Parties, nor shall either Party have authority to bind the other. Each Party remains solely responsible for its own acts and omissions. Neither Party shall be liable to the other for indirect, incidental, consequential, special, or exemplary damages, including loss of revenue, profits, or business, whether in contract or tort, even if advised of the possibility of such damages. SBC does not guarantee the outcomes of the Engagement.

Separability

If any provision of the Agreement or these Terms and Conditions are held to be void, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to remedy such invalidity.

Authorization and Interpretation

Each Party represents and warrants that it has the authority to execute and perform the Agreement, which constitutes a valid and binding obligation. The Agreement and these Terms and Conditions. have been reviewed by the Parties, each of whom had the opportunity to seek legal advice. The Agreement and its Terms and Conditions shall be interpreted fairly in accordance with its terms and not strictly for or against either Party, regardless of which Party drafted or proposed any provision.

Dispute Resolution

If a dispute arises under or relating to the Agreement and these Terms and Conditions, each Party shall appoint a senior representative to negotiate in good faith. If the dispute is not resolved within ninety (90) days, the Parties shall submit the matter to non-binding mediation at a mutually agreed neutral location. If mediation is unsuccessful, the dispute shall be referred to binding arbitration before a single arbitrator under the Rules for Commercial Arbitration of the Canadian Arbitration Association at a mutually agreed neutral location. During the dispute, each Party shall hold any funds in trust for the benefit of all Parties until resolution. The prevailing Party shall be entitled to recover costs and expenses as directed by the arbitrator.

Remedies

If the Host Organization fails to perform its obligations under the Agreement and these Terms and Conditions, the Speaker may refuse to perform. If such failure occurs more than sixty (60) days before the Engagement, fifty percent (50%) of the total Fee shall be immediately due to SBC, provided notice of breach has been given and the Host Organization has been given an opportunity to cure. If the Speaker fails to fulfill obligations under the Agreement, neither SBC nor the Host Organization shall be obligated to pay the Speaker for the Engagement.

Compliance

Each Party represents, warrants, and agrees that it shall comply at all times with all applicable laws, regulations, and rules governing its business and performance of the Agreement and these Terms and Conditions.

Applicable Law

The Agreement and these Terms and Conditions shall be governed by and construed in accordance with the laws of Canada and the Province in which the Engagement occurs, without regard to conflict of law principles.

Entire Agreement

The Agreement and these Terms and Conditions may be executed in counterparts, each of which is deemed an original, and together they constitute one and the same instrument. The Agreement and these Terms and Conditions represent the entire understanding of the Parties with respect to the Engagement and supersedes all prior discussions or agreements, whether written or oral.