Terms & Conditions – Oil Tank

Terms and Conditions for Residential Oil Tanks

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General Terms and Conditions for Residential Services

1. Applicability

1.1        These terms and conditions for services (these “Terms“) are the only terms that govern the provision of services by T2 Utility Engineers Inc. (including any and all of its affiliates and/or subcontractors) (the “Contractor“) to the client named in the Booking Confirmation or the Quotation (the “Client“).

1.2        The booking confirmation (the “Booking Confirmation“) or quotation (the “Quotation”) provided by Contractor together with these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Booking Confirmation or Quotation, these Terms shall govern.

1.3        These Terms prevail over any of the Client’s general terms and conditions or any other terms and conditions included or referenced in any documentation provided by or on behalf of Client in conjunction with any matter contemplated under this Agreement. Provision of services to the Client in conjunction with or subsequent to the delivery of any such documentation does not constitute acceptance of any terms and conditions included or referenced in such documentation and does not serve to modify or amend or supplement this Agreement.

2. Performance Dates

The Contractor shall use reasonable efforts to meet any performance dates or times specified in the Booking Confirmation or the Quotation (the “Performance Date”), and any such dates constitute estimates only.

3. Services

3.1        Subject to the Client complying with and performing its obligations in Sections 4 and 7, the Contractor shall provide the services to the Client as described in the Booking Confirmation or the Quotation (the “Services“) in accordance with these Terms;

3.2        The Contractor shall provide the Client with a report detailing the work carried out as part of the Services and setting out:

• • any limitations to such work; and/or
  • any recommendations that should be followed by the Client prior to commencement of work, breaking ground and/or drilling or coring the slab (as applicable) (the “Report”);

3.3        The Contractor shall be entitled to engage subcontractors to carry out all or any portion of the Services, provided that the Contractor shall remain fully responsible for the performance of the Services by each such subcontractor and shall not be relieved of its obligations under this Agreement on account of any delegation of performance of any Services to any subcontractor.

3.4        The Contractor shall have sole discretion in selecting those of its suitably qualified and/or experienced employees or contractors (each, a “Technician”) to carry out the Services.

• The Contractor and any of its employees shall be entitled to refuse to carry out the Services if, in the opinion of the Contractor, it would be unsafe to carry out the Services.
• The Contractor shall be entitled to use any products it deems necessary to mark the location of objects located below the surface of the ground, within the slab on the surface of the ground and/or on the slab unless the Client specifies in writing that it requires specific products to be used for the purpose of marking the ground and/or the slab prior to the Performance Date. The Contractor shall not be required to remove the markings or cover the cost of such removal.

4. Client’s Obligations

4.1        The Client shall:

• Cooperate with the Contractor in all matters relating to the Services and the safety of the Contractor , Technicians and its other employees or contractors when carrying out the Services, comply with the instructions accompanying the Booking Confirmation, and provide such unfettered access to any locations in which the Services are to be performed;
• Respond promptly to any Contractor request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for the Contractor to perform Services safely and in accordance with the requirements of this Agreement;
• Provide, in a timely manner, such Client materials or information as the Contractor may reasonably request to carry out the Services safely and ensure that such Client materials or information are current, complete and accurate in all material respects;
• Obtain and maintain before the Performance Date all necessary licenses, permits, authorizations and/or consents, and comply with all applicable laws in relation to its operations and its receipt and use of the Services and Deliverables; and
• Provide written notice to the Contractor no later than 48 hours prior to the Performance Date in the event that the Client wishes to cancel the order set out in the Booking Confirmation or Quotation (and no later than 72 hours prior to the Performance Date in the event the Performance Date is a weekend or statutory or civic holiday); or

• Engage with the Contractor promptly and efficiently to facilitate the provision of Services.
• not delay the services provided by the Contractor including, without limitation,  withholding or delaying delivery of necessary information, failing to respond to communications in a timely manner, or any other conduct that impedes progress.

4.2        The Client acknowledges that any delay, whether intentional or not, may result in additional costs incurred by the Contractor for which Client will be solely responsible. These costs may include, but are not limited to, extended project timelines, overtime expenses, and administrative costs.

4.3        By entering into this Agreement, the Client accepts liability for any additional costs arising from delays attributable to the Client’s conduct, whether intentional or unintentional.

5. Client Attributable Delays

If the Contractor’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or its agents, subcontractors, consultants or employees, the Contractor shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, damages or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Change Orders

6.1        Subject to Section 6.3, if either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. The Contractor shall, within a reasonable time after such request, provide a written report to the Client outlining:

• • the expected time required to implement the change;
  • any necessary variations to the fees and other charges for the Services arising from the change;
  • the likely effect of the change on the Services and general timeline; and
  • any other impact the change might have on the performance of this Agreement.

6.2        Promptly after receipt of the written report, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order“). Subject to Section 6.3 neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with this Section.

6.4        Notwithstanding  Section 6.1 and 6.2, the Contractor may, from time to time, change the Services without the consent of Client provided that:

• • such changes do not materially affect the nature or scope of the Services, or the fees set forth in the Booking Confirmation; or
  • 90 days have elapsed from the date of the Booking Confirmation or Quotation, and initial delivery of the Services has not yet commenced.

7. Fees and Expenses: Payment Terms: Interest on Late Payments

7.1        Subject to Section 7.3, in consideration of the provision of the Services by the Contractor and the rights granted to the Client under this Agreement, the Client shall pay Contractor the fees set forth in the Booking Confirmation or Quotation.

7.2        Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with the Contractor‘s daily/hourly fee rates set forth in or accompanying the Booking Confirmation or Quotation (the “Rate”).

7.3        The parties agree that in the event the Contractor has mobilized to the address at which the Services are to be performed on or prior to the Performance Date, and the Services cannot be performed by the Contractor on the Performance Date due to the Client’s conduct or the Client’s failure to comply with its obligations in section 4, the Client will pay the fees of the Contractor in accordance with the Rate for the amount of time that the Contractor is mobilized.

7.4        The parties agree that for Services provided on a time and materials basis, the Contractor may increase the Rate upon 7 days’ prior written notice to the Client, provided that if such increase is not acceptable to Client, Client may, within 2 days following receipt of such notice, terminate this Agreement by giving 7 days written notice to the Contractor.

7.5        The Client agrees to reimburse Contractor for all reasonable out-of-pocket expenses as set out in the Booking Confirmation or Quotation, and incurred by Contractor in connection with the performance of the Services.

7.6        If a person/entity  other than Client is to be invoiced for the Services, a written request must be issued to the Contractor prior to the Contractor mobilizing to site. The Client acknowledges that any such change may result in delays in mobilization if the new person/entity cannot be set up in the Contractor’s system before mobilization.

7.7        The Client shall pay Contractor all invoiced amounts due upon receipt of the Contractor’s invoice. The Client shall make all payments hereunder in Canadian dollars by electronic funds transfer or credit card.

7.8        The Client acknowledges and accepts that any charges, fees, commissions and other amounts incurred by the Contractor for payment processing, including but not limited to, charges tied to payment by Credit Card, will be passed on to the Client.

7.9        The Client agrees that it is an express condition that for the Contractor to perform the agreed services the Client must open an account with the Contractor or provide payment in advance for the Services.

7.10     In the event payments are not received by the Contractor after first becoming due, the Contractor may:

• • charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid in full; and
  • suspend performance of all Services, and any other agreements between the Contractor and the Client, until payment has been made in full.

8. Taxes

The Client shall be responsible for all sales taxes, commodity taxes, value-added taxes and other similar taxes including, without limitation, the harmonized sales tax (HST), goods and services tax (GST), provincial sales tax, and any other taxes, duties and charges of any kind imposed by any federal, provincial or local governmental entity on any amounts payable by the Client hereunder.

9. Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), industrial designs, trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product, prototypes, ground/slab markings and other materials that are delivered to the Client under this Agreement or prepared by or on behalf of the Contractor in the course of performing the Services, including any items identified as such in the Booking Confirmation or the Quotation including but not limited to the Report (collectively, the “Deliverables“) shall remain the exclusive property of the Contractor.  Subject to payment in full of all amounts payable by Client to Contractor under this Agreement, Contractor grants Client a non-exclusive, non-transferable, worldwide right to use the Deliverables for its internal purposes only and may not be distributed by the Client to any third party without the express written consent of the Contractor, which may be arbitrarily withheld.

10. Data Collection

By engaging the services of the Contractor or any affiliated entities, the Client agrees that the Contractor retains full rights to collect, store, distribute, and license any data obtained during the provision of Services to the Client. This data may include, but is not limited to, survey results, reports, the location, type and material of utilities and any other information gathered in conjunction with the subject matter of this Agreement. The Contractor reserves the right to utilize this data for internal purposes, including but not limited to, research and development, as well as to license it to third parties for commercial or non-commercial use. The Client’s acceptance of these terms implies consent to the Contractor’s data usage policies.

11. Confidential Information

11.1     All non-public, confidential or proprietary information of the Contractor, including, but not limited to, trade secrets, technology, financial information, information pertaining to business operations and strategies, and information pertaining to clients, pricing, and marketing (collectively, “Confidential Information“), disclosed or made available by the Contractor to the Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the Client without the prior written consent of the Contractor and may only be used by Client in conjunction with the receipt and use of Services and/or Deliverables. Confidential Information does not include information that is:

• generally known or discoverable by the general pubic;
• known to the Client at the time of disclosure; or
• rightfully obtained by the Client on a non-confidential basis from a third party.

11.2     The Client agrees to use the Confidential Information only to make use of the Services and Deliverables. The Client further agrees not to disclose the Confidential Information to any third party and only to those of its employees who have a need to know such Confidential Information in regard to the performance of this Agreement.  The Client shall implement and maintain reasonable safeguards to prevent any unauthorized access, disclosure, interception, alteration and/or destruction of any of the Confidential Information.

11.3     The Contractor shall be entitled to injunctive relief for any violation of this Section 11.

13. Limited Warranty; Disclaimer.

13.1     The Contractor warrants to the Client that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

13.2     The Contractor shall not be liable for a breach of the warranty set forth in Section 13.1 unless the Client gives written notice of the non-conforming Services, reasonably described, to the Contractor within 14 days of the time when Client discovers or ought to have first discovered that the Services were non-conforming.

13.3     For the avoidance of doubt, the Contractor shall not be deemed to have breached the warranty set forth in Section 13.1 where the Client fails to comply with its obligations in Section 4 or in Section 7, where the Client fails to follow any of the recommendations set out in the Report, and/or where the scope of the Services has been limited and set out in the Report.

13.4     Subject to Section 13.2 and 13.3, in the event that the Contractor breaches the warranty set forth in Section 13.1, the Contractor shall, in its sole discretion, either:

• • repair or re-perform such Services (or the defective part); or
  • credit or refund the price of such Services at the pro rata contract rate.

13.5   THE REMEDIES SET FORTH IN SECTION 13.4 SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND THE CONTRACTOR’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 13.1.

14. Disclaimer of Warranties

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 13.1, CONTRACTOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES AND/OR DELIVREABLES AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; OR (E) WARRANTY OF ACCURACY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THE CONTRACTOR DOES NOT GUARANTEE, WARRANT, OR REPRESENT THAT ITS SERVICES, ADVICE OR DELIVERABLES WILL RESULT IN OR LEAD TO ANY PARTICULAR OUTCOME. THE CLIENT ACKNOWLEDGES THAT ALL BUSINESS, OPERATIONAL OR TECHNICAL DECISIONS BASED ON THE SERVICES, OR THE CONTRACTOR’S FINDINGS, ADVICE AND/OR RECOMMENDATIONS ARE MADE AT THE CLIENT’S SOLE RISK.

15. Limitation of Liability

15.1     THE CONTRACTOR SHALL NOT BE LIABLE FOR ANY NON-PERFORMANCE OF THE SERVICES WHERE SUCH NON-PERFORMANCE IS CAUSED AS A RESULT OF THE CLIENT’S OR ITS AGENTS, SUBCONTRACTORS, CONSULTANTS OR EMPLOYEES’ CONDUCT OR THE CLIENT’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.

15.2     THE CONTRACTOR SHALL NOT BE LIABLE FOR ANY LOSS WHICH IS CAUSED (WHETHER WHOLLY OR IN PART) BY THE CLIENT’S OR ITS AGENTS, SUBCONTRACTORS, CONSULTANTS OR EMPLOYEES’ FAILURE TO COMPLY WITH THE CLIENTS OBLIGATIONS UNDER THIS AGREEMENT, OR BY THE CLIENT’S OR ITS AGENTS, SUBCONTRACTORS, CONSULTANTS OR EMPLOYEES’ FAILURE TO FOLLOW THE RECOMMENDATIONS SET OUT IN THE REPORT OR, WHERE SUCH LOSS RELATES TO OR RESULTS FROM ANY LIMITATION IN THE SCOPE OF THE SERVICES SET OUT IN THE REPORT.

15.3     THE CONTRACTOR SHALL NOT BE LIABLE FOR ANY LOSS WHICH IS CAUSED AS A RESULT OF THE CLIENT HITTING AN OBJECT BELOW THE SURFACE OF THE GROUND (INCLUDING, WITHOUT LIMITATION, ANY UTILITY) OR WITHIN THE SLAB WHICH COULD NOT REAONABLY BE DETECTED USING GROUND PENETRATING RADAR AND/OR AN ELECTROMAGNETIC LOCATOR AT THE TIME THE SERVICES WERE CARRIED OUT BY THE CONTRACTOR.

15.4     IN NO EVENT SHALL THE CONTRACTOR BE LIABLE FOR ANY LOSS OR DAMAGE TO THE CLIENT CAUSED AS A RESULT OF THE CLIENT’S AGENTS, SUBCONTRACTORS, CONSULTANTS OR ANY OTHER THIRD PARTY USING THE DELIVERABLES OR RELYING ON ANY INFORMATION CONTAINED IN OR ASCERTAINABLE FROM ANY DELIVERABLE.

15.5     IN NO EVENT SHALL THE CONTRACTOR BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR SPECIAL WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

15.6     IN NO EVENT SHALL CONTRACTOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO THE CONTRACTOR IN THE PURSUANT TO THE APPLICABLE BOOKING CONFIRMATION OR QUOTATION DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.7     The exclusions and limitations of liability set forth in Section 15 .5 and 15.6 shall not apply to (i) liability resulting from the Contractor’s gross negligence or wilful misconduct and/or (ii) death or bodily injury resulting from Contractor’s negligence or willful misconduct.

15.8     The Contractor shall defend the Client from any claim, action or other legal proceeding alleging: (i) that the Services and/or Deliverables infringe any third party’s intellectual property rights in Canada; (ii) any personal injury or death caused by the Contractor’s negligence or willful misconduct in the delivery of the Services (each, a “Client Claim”). For clarity, a Client Claim does not include any claim, action or legal proceeding to the extent it includes assertions other than those listed above or to the extent the Client shares responsibility for the events, circumstances, conduct and/or events giving rise to the claim, action or legal proceeding, including, without limitation, the Client’s own negligence, willful misconduct, breach of contract, site condition, information supplied by the Client, and/or directions provided by the Client . The Contractor shall indemnify the Client from any damages and costs finally awarded by a court of competent jurisdiction in regard to a Client Claim, together with any and all pre-judgment and post-judgement interest in regard to such award, or any amount paid in settlement of a Client Claim.

15.9     The Client shall defend the Contractor from any claim, action or other legal proceeding alleging: (i) any personal injury or death or property damage caused by the Client’s negligence or willful misconduct or breach of this Agreement; and/or (ii) environmental liability arising from, or in relation to, any condition, not caused by the negligence of the Contractor or anyone acting under its authority (each, a “Contractor Claim”). For clarity, a Contractor Claim does not include any claim, action or legal proceeding to the extent it includes assertions other than those listed above or to the extent the Contractor shares responsibility for the events, circumstances, conduct and/or events giving rise to the claim, action or legal proceeding, including, without limitation, the Contractor’s own negligence, willful misconduct or breach of contract. The Client shall indemnify the Contractor from any damages and costs finally awarded by a court of competent jurisdiction in regard to a Contractor Claim, together with any and all pre-judgment and post-judgement interest in regard to such award, or any amount paid in settlement of a Contractor Claim.

15.10   The duty to indemnify does not include the duty to pay for or to provide an up-front defense against unproven claims or allegations and in the event an indemnifying party successfully defends an indemnified claim against an indemnified party, the indemnified party shall reimburse the indemnifying party for all costs and expenses incurred by the indemnifying party in the defence of the claim, less any amounts received by the indemnifying party in terms of cost awards or third party contributions to the payment of said costs.

15.11   An indemnifying party’s indemnification obligation in regard to an indemnified claim is subject to and conditional on the indemnified party providing the indemnifying party with prompt notice of any such indemnified claim, the indemnifying party having sole control over the defence and settlement of such indemnified claim, and the indemnified party providing such assistance as the indemnifying party may reasonably request in terms of the defence and settlement of such indemnified claim.

15.12   For clarity, where any indemnified claim results from the joint negligence, gross negligence, willful misconduct or contractual breach, by Client and T2ue, the amount of any indemnity payable by an indemnifying party to the indemnified party shall equal the proportionate part that the amount of such claim attributable to indemnifying party’s negligence, gross negligence, willful misconduct, or contractual breach bears to the amount of the total indemnifiable amount attributable to the joint negligence, gross negligence, willful misconduct or contractual breach, at issue.

15.13   Any claim, suit, demand or action brought under the Agreement shall be directed and/or asserted only against the Contractor and not against any of the Contractor’s employees, shareholders, officers, or directors, agents, contractors and other representatives.

16. Term and Termination

16.1     This Agreement comes into existence on the date set forth in the Quotation or Booking Confirmation and continues until the earlier of completion of the Services and Deliverables (as the case may be) and the expiration of the time period specified in the Quotation or Booking Confirmation.

16.2     In addition to any remedies that may be provided under this Agreement, the Contractor may terminate this Agreement with immediate effect upon written notice to the Client, if the Client:

• fails to pay any amount when due under this Agreement;
• has not otherwise performed or complied with any of the terms and conditions of this Agreement, whether in whole or in part; or
• becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

17. Insurance

17.1     During the term of this Agreement and for a period of one year thereafter, the Client shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability insurance in a sum no less than $5,000,000 per occurrence and in the aggregate and professional liability policy insurance in a sum no less than $5,000,000 per occurrence and in the aggregate with financially sound and reputable insurers. Except where prohibited by law, Client shall require its insurer to waive all rights of subrogation against the Contractor’s insurers and the Contractor.

17.2     The Contractor shall maintain commercial general liability insurance to the minimum sum of $5,000,000 per occurrence and in the aggregate, professional liability policy insurance in the sum of $5,000,000 per occurrence and in the aggregate, as well as workers compensation coverage.

17.3     The Client assumes sole responsibility and waives all rights and claims against the Contractor for all loss of or damage to property owned by or in the custody of the Client and any items at the site or in transit thereto however such loss or damage shall occur, unless caused solely by the negligence of the Contractor.

17.4     The Client shall maintain appropriate property insurance and shall require its insurers to waive all rights of subrogation against the Contractor for claims covered under any property insurance that the Client may carry. Such waivers shall survive termination of this Agreement or expiration of its term.

18. Waiver

No waiver by the Contractor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Contractor. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19. Force Majeure

The Contractor shall not be liable or responsible to the Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement where such failure or delay is caused by or results from acts, events or circumstances beyond the reasonable control of the Contractor including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or services, materials, telecommunication breakdown or power outage, and/or unavailability or reduced availability of public utilities or public infrastructure, provided that, if the event in question continues for a period in excess of 30 consecutive days, either party shall be entitled to terminate this Agreement with immediate effect by providing written notice to the other party.

20. Assignment

The Client may not assign this Agreement or any of its rights or remedies, or delegate any of its obligations under this Agreement, without the prior written consent of the Contractor, which consent may be arbitrarily withheld. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Client of any of its obligations under this Agreement or any liability arising from or in conjunction with this Agreement.

21. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or otherwise bind the other party in any manner whatsoever.

22. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

23. Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of the province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario.

24. Submission to Jurisdiction

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

25. Notices

25.1     All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be either:

• • in writing and addressed to the parties at the addresses set forth in the Booking Confirmation or Quotation or to such other address that may be designated by the receiving party in writing; or
  • via email and addressed to the parties at the email addresses set forth in the Booking Confirmation or Quotation.

25.2     Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

26. Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction.

27. Survival

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination of this Agreement or expiration of its term.

28. Amendment and Modification

This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.