Terms and Conditions

Terms & Conditions

  1. Acceptance and Precedence

    1.1 The Vendor accepts these Terms and the PO by signing or electronically acknowledging the PO, commencing performance, or delivering Materials. The PO and these Terms prevail over any Vendor terms, including those printed on quotations, invoices, packing slips, or vendor websites.

  2. Standard of Care

    2.1 The Vendor will perform the Services with the degree of care and skill ordinarily exercised by a prudent, qualified professional or trade providing similar services in the province where the Services are performed. The Vendor and its personnel will hold all required licences and registrations.

  3. Insurance

    3.1 Coverage. The Vendor will maintain, at its cost: (a) Commercial General Liability of $2,000,000 per occurrence, occurrence basis, naming Ecora as additional insured, primary and non-contributory, with waiver of subrogation and cross-liability; (b) Professional Liability / Errors and Omissions of $1,000,000 per claim, claims-made (where the Services are professional in nature); (c) Automobile Liability of $2,000,000 covering owned, non-owned, leased, and hired vehicles; and (d) statutory workers’ compensation coverage in good standing.

    3.2 Evidence. The Vendor will deliver a certificate of insurance and a workers’ compensation clearance letter before commencement and provide 30 days’ written notice of cancellation, non-renewal, or material change.

  4. Payment

    4.1 Terms. Ecora will pay each undisputed proper invoice within 45 days of receipt.

    4.2 Disputed Amounts and Set-Off. Ecora may withhold disputed amounts on written notice and may set off amounts owed by the Vendor against amounts owing to the Vendor.

    4.3 Lien Holdback. If the Services constitute an “improvement” under applicable lien legislation, Ecora will retain the statutory holdback and release it in accordance with that legislation.

  5. Indemnity and Limitation of Liability

    5.1 Vendor’s Indemnity. The Vendor will defend and indemnify Ecora, its directors, officers, employees, agents, and (where required by the Prime Agreement) its client, from third-party claims arising from (a) the Vendor’s negligent acts, errors, or omissions; (b) breach of these Terms; (c) liens filed by the Vendor or its subcontractors; or (d) bodily injury, death, or property damage caused by the Vendor. Recoverable legal fees are reasonable fees on a solicitor-and-own-client / full indemnity basis.

    5.2 No Indirect Damages. Subject to Section 5.4, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profit, revenue, business opportunity, use, data, or business interruption.

    5.3 Aggregate Cap. Subject to Section 5.4, the Vendor’s aggregate liability under the PO is limited to the greater of (a) the fees paid and payable under the PO, or (b) the proceeds actually received under the Vendor’s E&O and CGL insurance for the relevant claim.

    5.4 Carve-Outs. The exclusions and cap in Sections 5.2 and 5.3 do not limit the Vendor’s liability for: (a) the Vendor’s fraud, willful misconduct, or gross negligence; (b) breach by the Vendor of confidentiality or misuse of Personal Information; (c) infringement of third-party intellectual property; (d) lien obligations; (e) the Vendor’s payment obligations to its personnel and subcontractors; or (f) any liability that cannot be limited under applicable law.

    5.5 Time Bar. No claim may be brought more than two years after the earlier of substantial completion of the Services or termination of the PO, except where applicable law prescribes a longer non-excludable period.

  6. Intellectual Property

    6.1 All deliverables prepared specifically for Ecora and the Foreground IP in them vest in Ecora upon creation; the Vendor assigns such rights to Ecora and waives moral rights. The Vendor retains its pre-existing IP and grants Ecora a perpetual, irrevocable, royalty-free, non-exclusive licence to use the pre-existing IP as embedded in the deliverables for the project. The Vendor warrants the deliverables do not infringe third-party IP.

  7. Confidentiality

    7.1 The Vendor will keep Ecora’s and its client’s non-public information confidential, use it only to perform the Services, and disclose it only to personnel and subcontractors with a need to know who are bound by similar obligations. Standard exceptions apply for information that is publicly available without breach, independently developed, lawfully received from a third party, or required to be disclosed by law (with prompt notice where lawful). Obligations survive five years after termination, and indefinitely for trade secrets and Personal Information.

  8. Workers’ Compensation, Safety, and Personnel

    8.1 Workers’ Compensation. The Vendor will maintain active registration in good standing with the workers’ compensation authority of the province (WorkSafeBC, WCB-Alberta, or WSIB Ontario) and will provide a clearanc letter on commencement and on request.

    8.2 Hazard Assessment. Where the Services include field work, the Vendor will, before commencement, provide a site specific hazard assessment and safe work procedure acceptable to Ecora.

    8.3 Safety. The Vendor will comply with applicable occupational health and safety legislation, all site rules, and any drug and alcohol policy notified to it. Ecora or the prime contractor may stop work for any unsafe condition.

    8.4 Independent Contractor. The Vendor is an independent contractor; nothing creates employment, agency, partnership, or joint venture. The Vendor remains the sole employer of its personnel.

  9. Compliance with Laws

    9.1 The Vendor will comply with all applicable laws, including employment standards, human rights, anti-bribery (the Corruption of Foreign Public Officials Act), anti-spam (CASL), accessibility legislation (including AODA in Ontario), privacy (PIPEDA and provincial equivalents), and tax laws (including HST/GST/PST).

  10. Termination

    10.1 For Convenience. Ecora may terminate the PO on five (5) days’ written notice. The Vendor will be paid only for work verified as complete by Ecora as of the date of termination.

    10.2 For Cause. Ecora may terminate the PO immediately for: (a) loss of workers’ compensation registration or required insurance; (b) material breach not cured within a reasonable period; or (c) any safety violation.

    10.3 Effect. On termination, the Vendor will deliver all deliverables (in progress and complete) and Confidential Information, and discharge amounts owed to its personnel and subcontractors.

  11. Assignment and Subcontracting

    11.1 The Vendor will not assign the PO or subcontract any material portion of the Services without Ecora’s prior written consent. The Vendor remains fully responsible for its subcontractors and will flow these Terms down to them. Ecora may assign to an Affiliate or successor.

  12. Governing Law and Disputes

    12.1 Governing Law and Forum. These Terms are governed by the laws of the province where the Services are primarily performed (or the province specified in the PO) and the federal laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts of that province.

    12.2 Statutory Adjudication. Nothing in these Terms limits a party’s rights under prompt payment or statutory adjudication legislation, which prevails to the extent of any conflict.

  13. General

    13.1 These Terms and the PO are the entire agreement and may be amended only in writing signed by both parties. The PO may be signed by electronic signature and in counterparts. If any provision is unenforceable, the remainder remains in effect. Sections 5, 6, 7, 9, and 12 survive termination. All amounts are in Canadian dollars.