STANDARD TERMS OF SERVICE AGREEMENT
- The Quote presented to the Client sets out certain terms that are specific to the Client’s matter. In addition to the terms set out in the Quote, these Standard Terms of Service (the “Standard Terms”) apply to all clients and are incorporated into the Quote signed by the Client. Any reference to the “Agreement” will be considered to include the terms set out in the Quote and these Standard Terms.
- The Customer is the registered and legal owner of, or has a leased interest or other interest in, the property specified in the Quote (the “Property”), and as a result, has authority to hire Premium to provide its roofing services.
- The Customer shall be responsible for all applicable provincial sales tax (PST) and goods and services tax (GST), and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or governmental entity on any amounts payable by the Customer hereunder.
- Premium shall provide invoices representing the Cost of the Work completed, to the Customer via email, to the Customer’s email address that is stated on the Quote (the “Invoice”).
- An Invoice is due and owing the date that it is rendered.
- The date an Invoice is rendered shall be the date the e-mail was sent to the Customer provided there is no indication that the e-mail failed to send within 24 hours of it being sent.
- The Customer shall make all payments of Invoices hereunder in Canadian dollars by e-transfer to [email protected], or by credit card, or by cheque.
- In the event that the Customer fails to pay an Invoice within ten (10) days of it being rendered (the “Payment Deadline”), the Customer understands and agrees that they will be charged interest for each day after the Payment Deadline, accruing at an annual rate of twenty per cent (20%) per annum.
- Any material changes required to be made to the Work or the Cost of Work shall be promptly negotiated by the parties, and agreed to in writing, in the Change Order Form provided by Premium (the “Change Order”).
- Notwithstanding Section 9 of these Standard Terms, Premium may, from time to time, change the Work without the consent of the Customer provided that such changes do not materially affect the nature or scope of the Work and the Cost of Work set forth in this Agreement and in the Quote.
- In the event that the parties cannot agree to a Change Order, the parties shall abide by Sections 28 and 29 of these Standard Terms concerning Dispute Resolution.
- Premium may terminate this Agreement with immediate effect upon providing written notice to the Customer, if the Customer (a) fails to pay an Invoice by the Payment Deadline; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against them, proceedings related to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
- The Customer may terminate this Agreement pursuant to Section 24 of the Standard Terms.
- In the event that this Agreement is terminated by either party after the Work has been provided in full or in part, the Customer understands and agrees that they must pay Premium for any and all Costs of Work completed up and until the date of the termination of this Agreement.
- During the term of this Agreement, the Customer shall, at its own expense, maintain and carry insurance in full force and effect, which includes, but is not limited to, home insurance, and course of construction insurance, as applicable, with financially sound and reputable insurers. Upon Premium’s request, the Customer shall provide Premium with a certificate of insurance from the Customer’s insurer, evidencing the insurance coverage specified in this Agreement.
- Premium represents and warrants to the Customer that it shall perform the Work 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.
- Premium shall not be liable for a breach of the warranty set forth in Section 16 of these Standard Terms unless the Customer gives written notice of defective Work, reasonably described, to Premium within fifteen (15) days of the time when the Customer discovers or ought to have discovered that the Work was defective, but no later than 10 years after the completion of work.
- Subject to Section 17 of these Standard Terms, Premium shall, in its sole discretion, either:
- repair or re-perform such Work (or the defective part); or
- credit or refund the price of the defective Work, on a pro rata Cost of Work basis, to be assessed at Premium’s sole discretion.
- The remedies set forth in Section 18 of these Standard Terms shall be the Customer’s sole and exclusive remedy and Premium’s entire liability for any breach of the limited warranty set forth in Section 17 of these Standard Terms.
- The Customer shall:
- cooperate with Premium in all matters relating to the Work and provide such access to the Property, and other such facilities, as may be requested by Premium, for the purposes of performing the Work, including but not limited to, adequate power supply;
- respond promptly to any of Premium’s requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Premium to perform the Work in accordance with the requirements of this Agreement;
- provide such customer materials or information, including but not limited to building specifications, plans, and information concerning building structures and roofs, as Premium may reasonably request to carry out the Work, in a timely manner and to ensure that such customer materials and information are complete, up to date, and accurate in all material respects;
- immediately update Premium via email if any of the customer materials or information, including but not limited building specifications, plans, and information concerning building structures and roofs change;
- obtain and maintain all necessary licenses, permits, and consents and comply with all applicable laws in relation to the Work before the Start Date.
- If Premium’s performance of its obligations under this Agreement is prevented or delayed by an act or omission of the Customer or its agents, subcontractors, consultants, or employees, Premium shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by the Customer, in each case, to the extent arising directly or indirectly form such prevention or delay.
- The parties understand and agree that if the Work is delayed for any reason, besides delay caused by Premium, Premium may unilaterally change the Cost of Work as identified in the Quote, as a result of the fluctuating costs of lumber and building materials, amongst other things. Premium will notify the Customer in the event that the Cost of Work changes, as described above.
- The parties understand and agree that if the scope of the Work as described in the Quote is materially changed as a result of unforeseen circumstances, including but not limited to the Customer’s failure to adequately disclose the quality or nature of any building structures at the Property, Premium may unilaterally change the scope of the Work and the Cost of Work as described in the Quote. Premium will notify the Customer in the event that the Cost of Work changes, as described above.
- Should the Cost of Work increase by twenty per cent (20%) or more, as a result of the circumstances described in Sections 22 or 23 of these Standard Terms, the Customer shall have the option to terminate this Agreement by providing written notice to Premium, within fifteen (15) days of receiving notice of the material change to the Cost of Work from Premium.
- In the event that this Agreement is terminated by the Customer as described in Section 24 of these Standard Terms, the Customer understands and agrees that they must pay Premium for any and all Costs of Work, up and until the date that the written notice of termination is provided to Premium.
- No waiver by Premium of any of the provisions in this Agreement is effective unless explicitly set forth in writing and signed by Premium. No failure to exercise, or delay in exercising any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as 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.
- Premium shall not be liable or responsible to the Customer, nor be deemed to have defaulted 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 the acts or circumstances beyond the reasonable control of Premium, 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, epidemics, pandemics, lock-outs, strikes, or other labour disputes (whether relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage for a continuous period in excess of thirty (30) days, the Customer shall be entitled to give notice in writing to Premium to terminate this Agreement.
- In the instance of a dispute, the parties may pursue informal negotiations by providing written notice to the other party and the parties shall meet within fifteen (15) days of notice being provided. The parties shall make all reasonable efforts to resolve any dispute in good faith by amicable negotiations and agree to provide, without prejudice, frank, candid, and timely disclosure of relevant facts, information, and documents to facilitate efficient and effective negotiations. The parties may meet as often as required to resolve the dispute, but in no circumstances shall the informal negotiations proceed for more than thirty (30) days.
- If the parties are unable to resolve a dispute by informal negotiation within thirty (30) days, either party may bring a claim at a court of competent jurisdiction in the Province of British Columbia to obtain such a remedy as the court considers appropriate and just in the circumstances.
- The Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Premium. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.
- 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 this Agreement.
- All notices, requests, and communications (the “Notices”) provided between the parties under this Agreement must be in writing and will be deemed delivered if sent in the following manner:
- to Premium by regular mail or hand delivery to: Premium Roofing Ltd., 1102–1588 Ellis Street, Kelowna, BC V1Y 0H1, Attention: Silas Allan;
- to Premium by email to [email protected]; and,
- to the Customer by mail, hand delivery, or email at the addresses stated on the Quote.
- The Notices shall be deemed effective:
- within seven (7) business days, if sent by regular mail;
- immediately upon delivery if hand-delivered to the above named recipient; and,
- immediately if sent via e-mail, provided there is no indication that the e-mail failed to send within 24 hours of it being sent.
- The Parties agree that the terms, conditions, and stipulations of the Services Agreement, including the Disclaimers, the contents of the Quote, as well as the Standard Terms constitute the entire agreement between the parties and that there are no warranties or representations of any party which are not contained herein. Any changes or modifications to this Agreement must be in writing in the Change Order Form provided by Premium and signed by both parties.
- 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.
- All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of British Columbia.
- Any legal suit, action, litigation, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the Province of British Columbia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.
- This Agreement enures to the benefit of, and is binding upon, Premium and the Customer, and their respective successors and permitted assigns.
- The parties shall do and perform all such acts and execute all such documents and assurances is necessary to carry out the terms of this Agreement fully and effectually.
- This Agreement may be executed in any number of counterparts, and may be delivered originally, by facsimile, or by Portable Document Format (PDF) and each such original, facsimile copy, or PDF copy, when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, and notwithstanding the actual date of execution, this Agreement shall be deemed effective as of the Effective Date.