THESE GENERAL TERMS AND CONDITIONS FOR SERVICES/PROJECTS (“Terms”) CONSTITUTE A BINDING AGREEMENT BETWEEN THE CUSTOMER IDENTIFIED ABOVE (“Customer”) AND Nutech Fire Prevention (“Company”). BY SIGNING ABOVE, CUSTOMER ACCEPTS THIS PROPOSAL (“Proposal”) FOR SERVICES OR A PROJECT TO BE PERFORMED BY OR ON BEHALF OF COMPANY (“Services”) AND AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS. EACH OF CUSTOMER AND COMPANY ARE A “party” AND TOGETHER, THE “parties”.

These Terms contain the entire understanding of the parties with respect to the Services and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the Services. Any additional or different terms set forth or referenced in any other document or communication are null and void.

For the avoidance of doubt, these Terms relate only to the Services provided to the Customer by employees or subcontractors of the Company and does not relate to products sold by the Company. The terms relating to Company’s product offerings shall be those set out in the “General Terms and Conditions for Product Sales”.

1. Working Hours
Unless otherwise stated, all Services will be performed during the hours of 8:00 a.m. - 4:30 p.m. local time Monday through Friday, excluding statutory holidays. If for any reason Customer requests Company to furnish any Services outside of the hours of 8:00 a.m. - 4:30 p.m. local time Monday through Friday (or on statutory holidays), any overtime or other additional expenses occasioned thereby will be billed to and paid by Customer at Company’s then-standard rates.

2. Payment and Taxes
Customer agrees to pay the fees for the Services plus travel expenses, where applicable, and other costs identified in the Proposal. Customer will pay any applicable sales, use, goods and services, transaction, excise or similar taxes and any federal, provincial, sales tax or other charges (including but not limited to environmental or similar fees), imposed on, in respect of or otherwise associated with all of the Services. If Customer claims any such taxes do not apply to transactions covered by the Proposal, Customer will provide Company with a tax exemption certificate acceptable to the applicable taxing authorities prior to Company’s provision of the Services.

Customer will pay for the Services as invoiced by Company in accordance with the Proposal. Invoices are due and payable within 30 days of receipt of the invoice, unless otherwise stipulated in that invoice. All references to money amounts are to lawful currency of Canada, unless otherwise stipulated in that invoice.

Customer agrees to pay interest on all past-due sums at one percent (1%) per month. In the event of overdue payment, Company may immediately suspend or terminate the provision of Services upon notice to the Customer until payment is made in full (including any applicable interest). In the event of a payment default, Customer will be responsible for all of Company’s costs of collection, including, but not limited to, lawyers' fees.

3. Acceptance
Customer will be deemed to have accepted the Services three (3) business days after completion of the Services, unless the Customer notifies the Company in writing of its reasons for non-acceptance within the three (3) business days. Customer agrees that failure to inspect and/or failure to issue proper notice of non-acceptance within three (3) business days will constitute final acceptance of the Services. In the event of non-acceptance as set out herein, the parties will work together in good faith to resolve the issue.

4. Changes to Services
A “Change Order” is a written order signed by both parties authorizing a change in the Services, or adjustment in the price or schedule for the Services.

Customer may request Company to submit proposals for changes in the Services. If the Customer chooses to proceed, such changes in the Services will be authorized by a Change Order. Unless otherwise specifically agreed to in writing by both parties, if Company submits a proposal pursuant to such request but Customer chooses not to proceed, Customer will reimburse Company for any and all costs incurred in preparing the proposal.

Company may make a written request to Customer to modify the Services based on the receipt of, or the discovery of, information that that Company believes will cause a change to the scope, price, schedule, or other aspect of the Services. Company will submit its request to Customer within a reasonable time after receipt of, or the discovery of, information that Company believes will cause a change to the scope, price, schedule, or other aspect of the Services. The Company may pause the Services while the written request for modification is being considered, except in an emergency endangering life or property, in which case Company shall have the authority to act, in its discretion, to prevent threatened damage, injury or loss. Company’s request will include information necessary to substantiate the effect of the change and any impacts to the Services, including any change in schedule or price. If Company’s request is acceptable to Customer, the parties will execute a Change Order accordingly.

5. Ownership of Intellectual Property and Limited License
Customer represents and warrants that it owns all right title and interest, or possesses sufficient licence rights, in and to any descriptions, specifications, data, information or materials reasonably requested by Company which are necessary or useful as determined by Company in connection with providing the Services (“Customer Information”). Customer hereby grants to Company all such rights and permissions in or relating to the Customer Information as are necessary or useful to Company to perform the Services.

Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, methods, processes, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, software, methods of analysis and other information (whether or not capable of protection by patent, copyright, trademark, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of the Services that are embodied in such work product, materials or other deliverables (collectively, "Work Product") will be, upon payment in full, a non-transferable, non-sublicensable, non-exclusive, royalty-free license to use such Work Products solely as necessary in the conduct of the Customer’s own business for the same purpose for which the Work Product was obtained.

Customer acknowledges that Company shall own all intellectual property rights and other proprietary rights in and to the Services and Work Products.

From time to time, Customer or any of Customer’s Personnel may send or transmit communications or materials to Company recommending changes or improvements to the Services, including any comments, questions, suggestions or the like (“Feedback”). Customer (on behalf of itself and its employees, agents or subcontractors) hereby assigns to Company all right, title, and interest in, and Company is free to use, without attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. For the avoidance of doubt, Company is not required to use any Feedback.

6. Confidentiality
"Confidential Information" means all information disclosed by or on behalf of Company (whether orally or in writing) which is identified as confidential at the time of disclosure or which by its character or the circumstances or manner of its disclosure would reasonably be considered confidential, including all trade secrets, know-how, inventions, developments, software, and other proprietary business or technical information. The Customer will incur no obligations hereunder with respect to information which it can demonstrate by written record: (a) was in the Customer’s possession or was known to the Customer prior to its receipt from Company; (b) is independently developed by the Customer without the utilization of such Confidential Information; (c) is or becomes public knowledge through no fault of the Customer; or (d) is or becomes available to the Customer from a source other than Company without an obligation of confidentiality.

All Confidential Information obtained by Customer in connection with the Services will remain the property of Company, and Customer will not divulge such information to any third party without the prior written consent of Company.

If Customer is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information, the Customer will give the Company prompt notice of such request (to the extent permitted by applicable law) so that the Company may seek an appropriate protective order or similar protective measure. If Customer remains required to disclose any Confidential Information, Customer shall only disclose that portion of the Confidential Information that it is legally required to disclose and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.

Customer agrees that, in the event of any breach or threatened breach of this section, the Company will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the Company shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety.  

Customer agrees that Company may use non-proprietary information pertaining to the Services, for press releases, case studies, data analysis, promotional purposes, and other similar documents or statements to be publicly released, as long as Company submits any such document or statement to Customer for its prior approval, which will not be unreasonably withheld.

7. Hazardous Substances, Mould and Unsafe Working Conditions
“Hazardous Substance” includes all of the following, and any by-product of or from any of the following, whether naturally occurring or manufactured, in quantities, conditions or concentrations that have, are alleged to have, or are believed to have an adverse effect on human health, habitability of a site, or the environment: (a) any dangerous, hazardous or toxic pollutant, contaminant, chemical, material or substance defined as hazardous or toxic or as a pollutant or contaminant under state or federal law, and (b) any petroleum product, nuclear fuel or material, carcinogen, asbestos, urea formaldehyde, foamed-in-place insulation, polychlorinated biphenyl (PCBs), and (c) any other chemical or biological material or organism, that has, is alleged to have, or is believed to have an adverse effect on human health, habitability of a site, or the environment.

“Mould” means any type or form of fungus or biological material or agent, including mould, mildew, moisture, yeast and mushrooms, and any mycotoxins, spores, scents, or by-products produced or released by any of the foregoing. This includes any related or any such conditions caused by third parties.

Customer has not observed or received notice from any source (formal or informal) of (a) Hazardous Substances or Mould, either airborne or on or within the walls, floors, ceilings, heating, ventilation and air conditioning systems, plumbing systems, structure, and other components of the location for Services (“Site”), or within furniture, fixtures, equipment, containers or pipelines in a Site; or (b) conditions that, to Customer’s knowledge, might cause or promote accumulation, concentration, growth or dispersion of Hazardous Substances or Mould on or within such locations.

If any Hazardous Substances or Mould, whether disclosed or not, are discovered by Company or others and provide an unsafe condition for the performance of the Services, Company will have the right, upon notice to Customer, to cease performing the Services until the Site has been made safe by Customer or Customer’s representative, at Customer’s expense. Company will have the right to terminate the Services without penalty if Customer has not fully remediated any Hazardous Substance or Mould within sixty (60) days of notice.

Customer acknowledges that it has not retained Company to discover, inspect, investigate, identify, prevent or remediate Hazardous Substances or Mould or conditions caused by Hazardous Substances or Mould.

8. Additional Customer Responsibilities
In addition to any specific Customer duties set forth herein, Customer agrees to cooperate with Company in connection with performance of the Services by: (i) providing timely responses to Company's inquiries, (ii) providing access to any reasonably required Customer Information, (iii) providing access to Customer’s offices, equipment, systems and networks, as reasonably necessary or appropriate to perform the Services, (iv) providing cooperation, technical assistance, resources and support reasonably requested to enable Company to exercise its rights and perform its obligations under and in connection with the Services, and (v) obtaining all necessary consents for Company to provide the Services (collectively, “Customer Responsibilities”). Company shall be entitled to rely upon the decisions, approvals, consents, assistance, and completeness and accuracy of information provided by Customer or its employees, agents or subcontractors (“Personnel”) and the knowledge and cooperation of the Customer’s Personnel engaged or appointed by Customer who are selected by Customer to work with Company. Customer understands that Company’s performance of the Services is dependent on Customer’s (or its Personnel’s) timely and complete performance of the Customer Responsibilities. Company is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s (or its Personnel’s) delay in performing, or failure to perform, any of the Customer Responsibilities. If Customer (or its Personnel) fails to fulfill any of the Customer Responsibilities for any reason (including without limitation, changes, errors or omissions in Customer Information), which delays provision of the Services or results in additional costs, then Company may act as it deems prudent to mitigate such effects. In the event that Customer (or its Personnel) fail to perform or are delayed in performing the Customer Responsibilities, Customer agrees to pay Company its reasonable additional costs resulting from such failure or delay.

Customer has and will retain sole responsibility for: (a) Customer Information, including its content and use; and (b) all information, instructions, and materials provided by or on behalf of Customer in connection with the Services.

9. Insurance Obligations
Company shall, at its own expense, carry and maintain in force at all times from the start date of the Services through final completion of the Services the following insurance coverages. It is agreed, however, that Company has the right to insure or self-insure any of the insurance coverages listed below:
(a) Commercial General Liability Insurance to include contractual liability, products/completed operations liability with a combined single limit of CDN $5,000,000 per occurrence. Such policy will be written on an occurrence form basis.
(b) If automobiles are used in the execution of the Contract, Automobile Liability Insurance with a minimum combined single limit of CDN $1,000,000 per occurrence. Coverage will include all owned, leased, non-owned and hired vehicles.
(c) Where applicable, “All Risk” Property Insurance, including Builder’s Risk insurance, for physical damage to property which is assumed in the Contract.
(d) Workers’ Compensation Insurance Coverage A - Statutory limits.

Upon request from the Customer, Company will furnish evidence of said insurance coverage in the form of a Memorandum of Insurance.

10. Warranty and Limitation of Liability
Company represents and warrants that the Services will be performed in a good and workmanlike manner. Company’s sole obligation and Customer’s exclusive remedy in respect of Services that do not conform to the Proposal is to, in a commercially reasonable time period, reperform the non-conforming Service or at Company’s discretion, refunding the fees paid for such Service. Such warranty shall only be applicable if Customer notifies Company in writing within three (3) business days after performance of the applicable Services.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

11. Indemnity
Company agrees to indemnify and hold Customer and its agents and employees harmless from all claims for bodily injury and property damages to the extent such claims result from Company’s gross negligence or willful misconduct in its performance of the Services, provided that such indemnity obligation is valid only to the extent (i) Customer gives Company immediate notice in writing of any such claims and permits Company, through counsel of its choice and Company’s sole cost and expense, to answer the claims and defend any related suit and (ii) Customer gives Company all needed information, assistance and authority, at Company’s expense, to enable Company to defend such suit. Company will not be responsible for any settlement without its written consent. Notwithstanding the foregoing, Company will not be liable for loss or damage to the extent caused by the Customer or any other party or such party’s employees or agents. This obligation will survive termination or completion of the Services, for a period of five years thereafter.

To the fullest extent allowed by law, Customer will indemnify and hold Company harmless from and against any and all claims and costs of whatever nature, including but not limited to, consultants’ and lawyers’ fees, damages for bodily injury and property damage, fines, penalties, cleanup costs and costs associated with delay or work stoppage, that in any way results from or arises out of or relates to any Customer Information, the existence of Mould or a Hazardous Substance at a Site, or Customer’s (or its employees’, agents’ or subcontractors’) negligence or wilful misconduct. This obligation will survive termination or completion of the Services, indefinitely.

12. Limitation of Liability
IN NO EVENT SHALL COMPANY BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, (I) LOSSES OF REVENUE, INCOME, PROFIT OR SAVINGS; (II) LOSS OF USE OF SYSTEMS, OR THE RECOVERY OF SUCH; (III) LOSS OF BUSINESS OPPORTUNITY; AND (IV) BUSINESS INTERRUPTION OR DOWNTIME.

COMPANY’S TOTAL AND AGGREGATE LIABILITY FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES RELATING TO THE CLAIM.

13. Excusable Delays
Company will not be liable for damages caused by delay or interruption in Services due to fire, flood, corrosive substances in the air, strike, lockout, dispute with workmen, inability to obtain material or services, commotion, war, acts of God, the presence of Hazardous Substances or Mould at a Site, or any other cause beyond Company’s reasonable control.

14. Dispute Resolution
With the exception of any controversy or claim arising out of or related to the installation, monitoring, and/or maintenance of fire and/or security systems, Customer and Company agree that any controversy or claim between them arising out of or relating to this Services will be settled by arbitration, conducted in accordance with the Arbitration Rules of the Canadian Commercial Arbitration Center. Any award rendered by the arbitrator will be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Any controversy or claim arising out of or related to the installation, monitoring, and/or maintenance of systems associated with security and/or the detection of, and/or reduction of risk of loss associated with fire will be resolved in a court of competent jurisdiction.

15. Termination of Services
Either party may terminate the Services for cause if the other party defaults in the performance of any material obligations under these Terms after giving the other party written notice of its intent to terminate. If the defaulting party has not, within ten (10) days after receipt of such notice, acted to remedy and make good such deficiencies, the non-defaulting may terminate Services.

Either party may terminate the Services immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 30 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.

In the event of any termination of a Service, Customer will pay Company for all Services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable Proposal or invoice. In such event, Customer will also pay Company for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of the parties under these Terms will automatically terminate in respect of the Services except for any right of action occurring prior to termination, payment obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision).

16. Miscellaneous
These Terms will be governed by the law of the province where the Services are to be performed.

If any provision of these Terms is held to be void or unenforceable under any laws or regulations will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Company and Customer, who agree that the Terms will be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

The parties agree to comply with the provisions of all local, provincial, and federal laws that expressly or by implication apply to such party in performing its obligations under these Terms.

Company may assign or subcontract all or any portion of its rights or obligations with respect to the supply of Services or assign the right to receive payments, without Customer's consent. Company will be responsible for the acts or omissions of its subcontractors.

Customer may not assign its rights or delegate its obligations under these Terms, in whole or in part, without the prior written consent of Company. Subject to the restrictions on assignment contained herein, these Terms will be binding on and ensure to the benefit of the parties hereto and their successors and permitted assigns.

Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. No provision of these Terms will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties.

The relationship between Company and Customer is that of independent contractors and not that of employer/employee, partnership, agency or joint venture.

Any notices required under these Terms will be given in writing at the contact information set out in the Proposal or an invoice, and deemed received upon the earlier of actual receipt, the date of transmission of a notice sent by email or five (5) days after mailing if mailed postage prepaid by regular mail or one (1) day after such notice is sent by courier.