TERMS AND CONDITIONS OF SERVICE

TERMS AND CONDITIONS OF SERVICE (ONTARIO, CANADA)

1. Scope of Work

   The Contractor shall provide all labour, materials, equipment, and supervision necessary to perform the work described in the proposal (“Work”). If a scope item is not expressly included or excluded in the proposal, it has not been considered as part of the contracted obligation. The Work is strictly limited to the scope expressly stated. Any additional work shall constitute a change in scope.

2. Contract Documents & Precedence

   The agreement consists of: (a) written Change Orders; (b) the Proposal; and (c) these Terms and Conditions. In the event of conflict, the order of precedence shall apply as listed above.

3. Price & Payment Terms

   Payment terms are net thirty (30) days from the date of invoice unless otherwise stated. Late payments shall bear interest at the rate of 1.5% per month (18% per annum) or the maximum permitted by law. The Contractor reserves the right to suspend work upon seven (7) days written notice for non-payment. The Client shall reimburse all reasonable costs of collection, including legal fees.

4. Prompt Payment Compliance

   Where applicable, payments shall comply with the Construction Act (Ontario). Nothing herein shall limit the Contractor’s rights to prompt payment, adjudication, or lien rights under the Act.

5. Right to Suspend Work

   The Contractor may suspend or terminate the Work for non-payment, unsafe conditions, or material changes. All resulting costs and delays shall constitute a change in scope.

6. Changes in Work

   All changes must be authorized in writing. Where directed to proceed without agreed pricing, the Work shall be performed on a time and materials basis. Failure to issue a change order shall not waive the Contractor’s right to compensation.

7. Schedule & Delays

   The schedule is contingent upon site readiness, access, and coordination with others. The Contractor shall be entitled to time extensions day for day. The schedule is the last plan of record communicated in writing prior to the issuance of a purchase order or the commencement of work, which comes first. and compensation for delays caused by others.

8. Differing Site Conditions

   The Contractor shall not be responsible for concealed or unknown conditions. Such conditions shall entitle the Contractor to an equitable adjustment in price and schedule.

9. Payment Security & Lien Rights

   The Contractor reserves all rights under the Construction Act (Ontario), including lien and adjudication rights. Nothing herein shall be interpreted as a waiver of such rights.

10. Warranty

    The Work shall be performed in a good and workmanlike manner. The warranty period shall be one (1) year from substantial completion unless otherwise stated. Exclusions apply for normal wear and tear, damage caused by others, and design provided by others.

11. Limitation of Liability

    To the fullest extent permitted by law, the Contractor’s liability shall not exceed the contract price. The Contractor shall not be liable for consequential, liquidated or indirect damages.

12. Indemnity

    The Contractor shall indemnify the Client only to the extent caused by the Contractor’s negligence. The Contractor shall not be responsible for the negligence of others or design errors provided by others.

13. Insurance

    The Contractor shall maintain Commercial General Liability insurance and comply with WSIB requirements where applicable. Additional insurance requirements must be agreed in writing.

14. Force Majeure

    The Contractor shall not be responsible for delays caused by events beyond its control including weather, labour disruptions, acts of terrorism, pandemics or supply shortages.

15. Dispute Resolution

    The parties shall attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall proceed to mediation in Ontario. If mediation is unsuccessful, disputes shall be resolved in Ontario courts.

16. Adjudication

    Either party may refer disputes to adjudication in accordance with the Construction Act (Ontario).

17. Legal Fees

    The prevailing party shall be entitled to recover reasonable legal costs to the extent permitted by law.

18. Termination

    Either party may terminate for material breach. The Contractor shall be entitled to payment for work performed, materials ordered, demobilization costs, and lost overhead and profit.

19. Safety

    The Contractor is responsible for its means and methods. The Client is responsible for overall site conditions unless otherwise agreed.

20. No Pay-if-Paid

    Payment to the Contractor is not contingent upon payment from any third party.

21. Governing Law

    This agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

22. Acceptance

    Commencement of the Work or acceptance of the proposal constitutes acceptance of these Terms and Conditions.