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Description of Services

Desktop BI Reviews are to include the following:

Policyholder and location specific Bl reports including BI limit calculations and traditional coverage considerations in line with applicable policy requirements. Note that the reviews are not intended to address additional income exposures outside the scope of a traditional commercial property and/or business interruption policy.

Each location report to include:

  • Recommended business interruption policy limits. Limit calculations to include options for length of coverage at 12 months, 18 months or 24 months or where otherwise requested.
  • Recommended ordinary payroll values where applicable . Values to include options for length of coverage at 30 days, 90 days and 180 days or where otherwise requested.
  • Reasonable identification of key risk & underwriting information associated with the intended high-level scope of review
  • Reasonable identification of critical policy requirements associated with the intended high-level scope of review

Any additional scope determined during the course of this agreement are to be formalized through amendment of this agreement.





Services Agreement Desktop BI Reviews (General)


  1. Services. Roper Valuation shall provide to Customer the Desktop BI Reviews services (the “Services”). Roper Valuation shall provide the Services (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel of required skill, experience, licences, and qualifications; (c) in a timely, workmanlike, and professional manner; (d) in accordance with standards in Roper Valuation’s field; and (e) to the reasonable satisfaction of Customer. Nothing in this Agreement shall be construed to prevent Customer from itself performing or from receiving services from other providers that are similar or identical to the Services. By submitting a review to Roper Valuation You agree that We will be completing the work required to complete an individual Desktop BI Review Report. The Desktop Bl Review process requires cooperation by Customer in providing Us with the necessary information and documentation. We will rely on the accuracy and completeness of the documents and information provided. We will not audit, review, or otherwise verify the accuracy or completeness of information. We will notify You if insufficient information has been received and if the review cannot be completed. We will notify you if the submitted review does not fall within the intended scope for a Desktop BI Review and if the review cannot be completed. Desktop Bl Reviews incorporate the analysis of policy holder financials and operating information which may be considered confidential. It is the Customer’s responsibility to obtain any necessary approvals from their client in order to release any and all confidential information to Us. Both Roper Valuation and Customer acknowledge and agree that any such additional services are considered outside the scope of this agreement.
  2.  Non-Exclusivity. Completion of a Desktop Bl Review for a policyholder does not restrict or remove Company’s ability to provide claim quantification or other services to that policyholder outside the scope of this agreement. Any conflicts of interest are to be reviewed wherever applicable.
  3. Payment and Fees. For the Services to be performed hereunder, Customer shall pay to Roper Valuation (against Roper Valuation’s invoice) a fixed fee of three hundred and fifty dollars ($350) per BI Review Submitted due on submission (the “Fee”) The Fee is inclusive of the cost of all materials used for the provision of the Services. Payment processing services for the Roper Valuation are provided by Stripe or payment providers as Roper Valuation may choose from time to time (collectively referred to as the “Payment Processing Services Provider”). You hereby authorize Roper Valuation to share with the Payment Processing Services Provider that financial information, banking details and transaction information related to your use of the payment processing services and Roper Valuation. You also agree that the Roper Valuation is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party. Prices listed by Roper Valuation are in Canada and are in Canadian dollars. Prices may not include applicable tax and service charges. Taxes and service charges may be added at checkout and will be payable by you along with the Order price. Payment for BI Reviews must be made online via Stripe. Roper Valuation uses the third party payment processors to effect charges onto your debit or credit card. You consent to the collection and use of your information (including, if applicable, personal information) by such payment processing service as necessary to process your payments. We reserve the right to change, or to stop accepting, any permitted payment method at any time in our sole discretion. You agree we may charge your payment card for any order placed and for any additional amounts (including any taxes) as may be applicable in connection with your purchase. You are responsible to ensure that all of your billing information is current, complete, and accurate. We will provide you with an electronic billing summary statement which you may review, save, or print at your discretion. This is the only billing statement that will be provided by Us.
  4. Confidentiality. All non-public, confidential, or proprietary information of Customer (“Confidential Information”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates disclosed by Customer to Roper Valuation, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by Roper Valuation in providing services, and whether or not marked, designated, or otherwise identified as “confidential”, in connection with this Agreement is confidential, solely for Roper Valuation’s use in performing this Agreement and may not be disclosed or copied unless authorized by Customer in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Roper Valuation’s breach of this Agreement; (b) is obtained by Roper Valuation on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information. Upon Customer’s request, Roper Valuation shall promptly return all documents and other materials received from Customer. Customer shall be entitled to injunctive relief for any violation of this Section.
  5. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services unless sooner terminated pursuant to Section 8 (the “Term”).
  6. Termination. Either Party, in its sole discretion, may terminate this Agreement at any time without cause, by providing at least ten (10) days’ prior written notice to the other Party. As consideration for the right to terminate this Agreement under this Section , the terminating party shall, upon termination pay to the non-terminating party a termination fee in an amount equal to three-hundred and fifty $350 (“Termination Fee”). The parties intend the Termination Fee to be liquidated damages constituting compensation, and not a penalty. The terminating party’s payment of the Termination Fee is the terminating party’s sole liability and entire obligation and the non-terminating party’s exclusive remedy for any termination by the terminating party under this
  7. Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, Roper Valuation shall we will maintain all documents relevant to this representation. At the conclusion of this engagement, we will retain your original documents for a period of 10 years unless you request that they be returned to you. If you have not requested possession of the file or any of its contents at the end of 10 years, the file will be destroyed in accordance with our record retention program.
  8. Independent Contractor. It is understood and acknowledged that in providing the Services, Roper Valuation acts in the capacity of an independent contractor and not as an employee or agent of the Customer. Roper Valuation shall control the conditions, time, details, and means by which Roper Valuation performs the Services. Customer shall have the right to inspect the work of Roper Valuation as it progresses solely for the purpose of determining whether the work is completed according to this Agreement. Roper Valuation has no authority to commit, act for or on behalf of Customer, or to bind Customer to any obligation or liability. Customer shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions or employer health tax, or worker’s compensation insurance premiums for Roper Valuation and Roper Valuation’s Personnel. Roper Valuation is responsible for these withholding, remitting, and registration obligations, and shall indemnify Customer from and against any order, penalty, interest, taxes, or contributions that may be assessed against Customer due to the failure or delay of Roper Valuation to make any such withholdings, remittances, or registration, or to file any information required by any law.
  9.  Indemnification. Roper Valuation will use its best efforts in conducting work on behalf of the Client, however in the event of any actual or alleged loss or damage of any kind suffered by the Client as a result of actions or omissions of Company, whether negligent or not, any liability incurred by Company will be limited to no more than an amount equal to the fees otherwise due from the Client in respect of the relevant contract.
  10.  Compliance with Law. Roper Valuation is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Roper Valuation has and shall maintain in effect all the licences, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
  11.  Insurance. During the Term and for a period of six (6) after expiration or termination of this Agreement for any reason, Roper Valuation shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers, that includes, but is not limited to, professional liability with limits no less than one million dollars ($1,000,000) per occurrence and in the aggregate, insuring the activities of Roper Valuation under this Agreement. Upon Customer’s request, Roper Valuation shall provide Customer with a certificate of insurance from Roper Valuation’s insurer evidencing the insurance coverage specified in this Agreement.
  12.  Miscellaneous. Each of the parties hereto shall use commercially best efforts to, from time to time at the request and sole expense of the other party, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Notices: Each party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (other than routine communications having no legal effect) (each, a “Notice”) in writing and addressed to the other party at the addresses set forth in this Agreement. Governing Law: This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Alberta. Choice of Forum: Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Alberta
  13.  EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION, LITIGATION, OR PROCEEDING; AND (B) WAIVE ANY OBJECTION TO THE VENUE OF ANY ACTION OR PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (C) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (D) WAIVES PERSONAL SERVICE AND AGREES TO SERVICE BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY LAW, SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION, LITIGATION, OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Entire Agreement: This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. Severability: The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Amendments and Modifications: The parties may not amend this Agreement except by written instrument signed by the parties. Waiver: No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. Cumulative Remedies: The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. Assignment and Delegation: Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. Successors and Assigns: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. No Third-Party Beneficiaries: Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement. Counterparts: This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
  14.  Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party’s (“Impacted Party”) control including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics, and (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement. The Impacted Party shall give notice within five (Five) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of ten (10) consecutive days following written notice given by it under this Section 13