CONDITIONS OF ENGAGEMENT
- The Consultant shall provide under this Agreement the standards of care, skill and diligence normally expected of a competent professional in the performance of services in respect of work similar to that contemplated by this Agreement.
- The Client shall provide to the Consultant, free of cost and as soon as practicable, all information in his or her power to obtain which may relate to the Services. In providing the information to the Consultant, the Client shall ensure compliance with all applicable laws, including Copyright, and shall identify proprietary rights that any other person may have thereto. The Consultant shall be entitled to rely upon the accuracy and completeness of all such information and data furnished through the client, or the client’s consultants, whether such consultants are engaged at the engineer’s request or not;
- The Client may order variations to the Services in writing or may request the Consultant to submit proposals for variation to the Services. Where the Consultant considers a direction from the Client or any other circumstance is a Variation the Consultant shall notify the Client as soon as practicable.
- The Client may suspend all or part of the Services by written notice to the Consultant who shall immediately make arrangements to stop the Services and minimize further expenditure. The Client or the Consultant may (in the event the other Party is in material default) terminate the Agreement by written notice to the other Party. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.
- Where the Consultant breaches this Agreement, the Consultant is liable to the Client for reasonably foreseeable claims, damages, losses or expenses caused directly by the breach. The Consultant’s liability under this Agreement shall be limited to loss or damage directly attributable to the negligent acts of the Consultant, its officers, servants or agents, or its failure to provide the standards of care, skill and diligence aforesaid. The Consultant shall not be liable to the Client under this Agreement for the Client’s indirect, consequential or special loss, or loss of profit, however arising, whether under contract, in tort or otherwise.
- The Consultant may purchase such incidental goods and/or Services as are reasonably required for the Consultant to perform the Services. The cost of obtaining such incidental goods and/or Services shall be payable by the Client as disbursements, plus a 10% surcharge. The Consultant shall maintain records which clearly identify time and expenses incurred. All invoices which total more than $500.00 of services and disbursements shall carry an administration charge of $50.00, with those which total more than $1000.00 carrying an administration charge of $100.00.
- The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to claims, damages, liabilities, losses or expenses, shall be five times the fee (exclusive of HST and disbursements) with a maximum limit of the least of; the cost of correction, cost of original construction, or $250,000CDN.
- The Consultant at its own expense carries professional liability insurance to the extent that it deems prudent. The errors and omissions policies are available for inspection by the Client at all times upon request. If the Client, because of its particular circumstances or otherwise, desires to obtain further insurance to protect it against any risk beyond the coverage provided by such policies, the Consultant will co-operate with the Client to obtain such insurance at the Client’s expense. The Client, in consideration of the provision by the Consultant of the services set forth in this Agreement, agrees to the limitations of the liability of the Consultant aforesaid. The Client shall have no right of set-off against any billings of the Consultant.
- (1) Each party to this agreement shall indemnify and save harmless the other party from and against all claims, actions, losses, expenses, costs, or damages that the other party may suffer, sustain, or incur arising from the other party’s negligent acts or the negligence of the other party’s employees, directors, officers, consultants, sub-consultants or agents in the performance of this agreement.
(2) The client further agrees to hold harmless, indemnify, and defend the Consultant and the Consultant’s sub-consultants from and against any and all claims, losses, damages, liability, and costs of defense arising out of, or in any way connected with, the presence, discharge, release, or escape of contaminants of any kind.
- If either Party is found liable to the other (whether in contract, tort or otherwise), and the claiming Party and/or a Third Party has contributed to the loss or damage, the liable Party shall only be liable to the proportional extent of its own contribution.
- The Client shall pay the Consultant for the Services the fees and expenses as listed herein. Where this Agreement has been entered by an agent (or a person purporting to act as agent) on behalf of the Client, the agent and Client shall be jointly and severally liable for payment of all fees and expenses due to the Consultant under this Agreement.
- All amounts payable by the Client shall be paid within twenty (20) working days of the relevant invoice being sent to the Client. Late payment shall constitute a default, and the Client shall pay default interest on overdue amounts from the date payment falls due to the date of payment at the rate of the Consultant’s overdraft rate plus 2% and in addition the costs of any actions taken by the Consultant to recover the debt. The Consultant shall have the right to require a mutually agreeable retainer prior to continuing with services when payment for services is not made within 30 working days of invoicing.
- All of the Consultant’s products including but not limited to reports, documents, e-mails and communications are for the exclusive benefit of the client. Any use or consequence of reliance upon or reference to these products made by a third party is the sole responsibility of that third party. No copy of any product shall be made or distributed in absence of an accompanying copy of this statement as to the limitation of the Consultant’s liability.
- Intellectual property prepared or created by the Consultant in carrying out the Services (“New Intellectual Property”) shall be available to the client for their enjoyment and use in perpetuity, however any and all Intellectual Property rights shall reside solely with the Consultant. The client shall protect and keep confidential all such information created and shall have no right to sell, license or otherwise disclose the Intellectual Property in any way, nor shall the Client have any rights to profit from any license sale or use of Intellectual Property of the Consultant.
- The Consultant has not and will not assume any obligation as the Client’s Agent or otherwise which may be imposed upon the Client from time to time pursuant to any Act of Parliament or other Law arising out of this engagement. The Consultant and Client agree that for all purposes and in particular in Law, the Consultant will not be the person who controls the place of work.
- The Parties shall attempt in good faith to settle any dispute and hereby agree to mediation followed by binding arbitration. The parties agree that they shall use the terms of ACEC 31-2010 to mediate or settle any dispute not resolved under these terms.
- This Agreement is governed by the Superior Court of Ontario and Canadian law, the courts of Ontario have jurisdiction in respect of this Agreement, and all amounts are payable in Canadian dollars. Where any clause of this Agreement is found to be invalid, this shall not be held to affect the validity of any other clause(s).
- This agreement shall inure to the benefit of, and be binding upon, the parties hereto and their executors, administrators, successors and assigns, except as otherwise provided herein. Neither party may assign this agreement without the prior written consent of the other.
Last updated: April 1, 2021
Note: Previous version which was replaced was dated: March 31, 2020.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Capacity Engineering Limited, 102 Centrepointe Drive, Unit 200.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
Website refers to Capacity Engineering Limited’s online presence, accessible from www.celottawa.ca
Service refers to the Website, the EngElle app, and other services provided by the company.
Country refers to: Ontario, Canada
Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.
Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.
Personal Data is any information that relates to an identified or identifiable individual.
Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses. Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Collecting and Using Your Personal Data
Types of Data Collected
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to: Email address | First name and last name | Phone number | Address, State, Province, ZIP/Postal code, City | Bank account information in order to pay for products and/or services within the Service | Usage Data
When You pay for a product and/or a service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity. Such information may include, without limitation:
Date of birth
Passport or National ID card
Bank card statement
Other information linking You to an address
Various records are created when using the Service.
We create various physical and electronic records including audio, video, and text in the course of providing the Service. This includes, but is not limited to; photos, videos, emails, phone calls, teleconferences, videoconferences (Zoom, Google Chat, etc.), letters, reports, calculations, and spreadsheets. We will maintain these records in accordance with the terms of this policy, and rely upon them in the course delivering the Service. These records are required for accuracy and to correctly reflect the scope of the Service, information provided to us, training, as a legal record of requests, positions taken, and information provided, as well as being leveraged to simplify the dispatch of work assignments.
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
Tracking Technologies and Cookies
You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service.
Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser.
We use both session and persistent Cookies for the purposes set out below:
Necessary / Essential Cookies
Type: Session Cookies
Administered by: Us
Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
Cookies Policy / Notice Acceptance Cookies
Type: Persistent Cookies
Administered by: Us
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
For more information about the cookies we use and your choices regarding cookies, please refer to our Cookies Policy (above).
Use of Your Personal Data
The Company may use Personal Data for the following purposes:
To provide and maintain our Service, including to monitor the usage of our Service.
To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
To manage Your requests: To attend and manage Your requests to Us.
We may share your personal information in the following situations:
With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to show advertisements to You to help support and maintain Our Service, to contact You, to advertise on third party websites to You after You visited our Service or for payment processing.
For Business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of our business to another company.
With Business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a Third-Party Social Media Service, Your contacts on the Third-Party Social Media Service may see Your name, profile, pictures and description of Your activity. Similarly, other users will be able to view descriptions of Your activity, communicate with You and view Your profile.
Retention of Your Personal Data
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Transfer of Your Personal Data
Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Disclosure of Your Personal Data
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
Other legal requirements
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
Comply with a legal obligation
Protect and defend the rights or property of the Company
Prevent or investigate possible wrongdoing in connection with the Service
Protect the personal safety of Users of the Service or the public
Protect against legal liability
Security of Your Personal Data
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Detailed Information on the Processing of Your Personal Data
Service Providers have access to Your Personal Data only to perform their tasks on Our behalf and are obligated not to disclose or use it for any other purpose.
We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g. payment processors).
When You use Our Service to pay a product and/or service via bank transfer or Email Money Transfer (EMT), We may ask You to provide information to facilitate this transaction and to verify Your identity.
Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.
We also may limit how We collect, use, and store some of the information of Users between 13 and 18 years old. In some cases, this means We will be unable to provide certain functionality of the Service to these users.
If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent’s consent before We collect and use that information.
Links to Other Websites
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
By email: admin | at | celottawa.ca
By mail: 2D-220 Terrence Matthews, Ottawa, ON K2M 0E2, Canada