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THESE TERMS OF SERVICE (“Agreement”) are between Birch Wolf Renovations (“BWR”) and any client (“Customer”) to whom which have agreed to a scope of work outlined in an accepted estimate, work performed in a verbal agreement, or work performed for Birch Wolf Renovations in the capacity of a sub contractor.

 

WHEREAS, Birch Wolf Renovations and Customer desire that BWR provide certain services and products as set forth specifically in an applicable Estimate (as defined below) or in verbal agreement in the event of emergency response work. In exchange Customer is willing to provide certain funds and payment for such work.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are acknowledged by both parties, the parties agree as follows:

Scope of Work

Scope of Work

​Services

For the effective term of services, BWR shall provide services to Customer as specifically agreed upon by the parties in the approved estimate (the “Services”), which will be incorporated herein (each an “Estimate”).  BWR will perform the Services in accordance with the terms and conditions of this Agreement, in a good and workmanlike manner, and in accordance with the highest industry standards.
 

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Commencement and Completion Dates
The commencement date (“Commencement Date”) and completion date (“Completion Date”) shall be agreed upon between BWR and Customer, and shall be set out in the applicable Estimate for such Services.
BWR reserves the right in its sole discretion to change the Commencement Date or the Completion Date , with written or verbal notice, in the event that:

  1. The Customer’s deposit payment or other obligations under these Terms of Service have not been met to commence work.

  2. The work site is not ready for the provision of Services. This includes, but is not limited to:

    • The specifications for the job site conditions as described in the applicable Estimate have not been met by the proposed project Commencement Date.

    • The project site is not ready to receive services due to City of Ottawa construction permit delays or other delays from third party utilities impeding project commencement.

  3. The Customer has an outstanding balance which is past due on the account to which the job site is listed.
     

Exclusion of Third-Party Charges in Initial Estimate
BWR maintains the right to apply third party charges in the form of a Change Order (as defined below) as these amounts become known. The Customer acknowledges that third party agencies require an application at job commencement prohibit the ability of BWR from making accurate estimates on behalf of these agencies. These agencies and their fees include, but are not limited to:

  1. City of Ottawa permits, fees, inspections, and other charges accrued.

  2. Power Distribution (Hydro Ottawa/One) Service and account fees.

  3. The Electrical Safety Authority (ESA): permit, renewal, and inspection fees.

  4. Enbridge, or other, gas fuel service provider.

  5. Engineer, architectural, or other certification authority involved or required for project progression
     

Change Orders
In this Agreement a “Change Order” means any amendment made to the Agreement throughout the progression of the project. The parties agree that once a Change Order meets the following criteria, then it shall form an integral part of this Agreement:

  1. Scope of changes.

  2. Date of changes.

  3. Cost adjustment due to changes.

    • The parties agree that Change Orders may be made electronically provided the foregoing criteria have been satisfied.

 

Inspections
Work requiring an inspection shall be performed within the scope prescribed below. Inspections shall be performed on the dates and times stipulated by the inspection authority. It is at the discretion of the inspector to approve an installation without a visit or by means addressed by the inspector that does not require a site visit. Inspection authorities do not, nor does BWR, provide compensation for time lost from work or other obligations to make inspection dates possible.

  1. Access shall be made available via means such as;

    • Some one to be on-site prior to the time of inspection on the selected day.

    • A lock box or door code to which the code is to be shared with the inspector no later than 48hrs prior to the inspection date.

    • A key or unlocked door to which it’s location maybe provided to the  inspector.

    • Arrangement made with BWR to remain on the premises to grant access for the inspector. BWR  may charge eight (8) working hours for this service plus applicable taxes and shall not make adjustments should the waiting time be less than eight (8) hours. This charge will be waived if BWR is scheduled to be on-site to perform work on that day.

  2. Installations must be complete to be considered ready for inspection. Required mile stones shall be set out by the inspection authority to clarify what is to be inspected on their visit.

  3. Unobstructed access must be made to work being inspected. This includes, but is not limited to;

    • No personal affects, garbage, material, vehicles, or other objects shall interfere with access to work or work sites

    • Gates, barriers, doors, or other such structures must be either left unlocked or have someone available to unlock these areas as required without waiting.

    • Ladders, ramps, or other means of access be provided to areas of the project where no permanent means of access are currently erected.

  4. Failure to comply with inspection requirements will result in the following repercussions;

    • For no access to the job according to section  a fee equal to 100% of the applied permit cost shall be charged.

    • For obstruction of or incomplete assembly deficiencies a fee equal to 150% of the applied permit cost shall be charged.

    • For deficiencies resulting from damaged or removed installations a fee equal to 200% of the applied permit cost shall be applied to the first deficiency and an additional 15% for every additional deficiency there after. Charges for the repair(s) will be charged in addition to the listed fees.

  5. BWR holds the following responsibilities in regards to and inspections;

    • Application of permits for work performed by technicians of BWR only. Applications may not be made on behalf of other contractors or individuals unless otherwise stipulated by BWR.

      • Applications that are in addition to an original permit or alterations to an existing permit shall be the responsibility of BWR.

      • Associated fees as a result of these applications/modifications shall be payable by the customer.

    • Corrections of all deficiencies shall be performed by BWR as follows;

      • Deficiencies as a result of work performed by BWR shall be corrected at the cost of BWR.

      • Deficiencies as a result of anyone other than BWR shall be corrected at cost to the customer or sub-contractor whom performed the work.

      • Deficiencies as a result of a judgement ruling of an inspection that expands the scope of work beyond what has been prescribed in the assembled estimate, work agreement, and change orders shall require the preparation of a new change order. Approval from both BWR and the customer shall be required to proceed. Failure to meet an agreement on a change order shall not be the responsibility of BWR. BWR assumes no responsibility for delays, financial loss, or any other damages as a result of such a scenario.

    • Provide a certificate of acceptance or other report after all outstanding charges have been paid in full for the applicable project.
       

Completion of Work

The Services shall be deemed complete when all labour, materials and inspections have been provided in accordance with the applicable Estimate and all associated Change Orders, if any.

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Cleaning and Maintenance of Work Site

  1. The worksite shall have the following performed each day that work has been completed;

    • Debris removed or amalgamated into a pile

    • Work areas swept

    • Materials amalgamated

    • Tools amalgamated to sorted areas

    • Windows closed, if opened by workers​

  2. The worksite shall have the following performed at least once a week that work has been performed;​

    • Garbage and debris removed from the site to the dumpster 

    • Un-used material removed from site

  3. The covering of surfaces and barriers to work areas;

    • Where practicable, 6mil poly shall be used as a barrier between work areas and finished areas​

    • Where access is required though the 6mil poly, a zippered entrance shall be provided

    • Mopping, the wiping of surfaces, plenum cleaning, and any cleaning beyond the removal of debris and sweeping of dust in the work area shall be the responsibility of the owner unless provided as a paid line item with specific details in the scope of work as to frequency, detail, and locations. 

    • Floor coverings and runners shall be the responsibility of the owner unless provided as a paid line item with specific details in the scope of work as to type of covering, detail, and locations.

    • Personal effects of the client shall be removed by the client prior to work and larger items shall be covered, protected, or otherwise segregated by the owner prior to work commencement. Personal effects left by the owner in work areas shall not be the responsibility of BWR. BWR holds no responsibility or liability to the condition of personal effects left in work areas.

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Administrative Responsibilities

BWR shall be responsible for the following administrative responsibilities;​​

  1. Providing an estimate with details to specify material selections where possible and update the estimate to track change orders.

  2. Billing based on the estimate provided. (Bills will be generated from the estimate and each transaction shall be referenced to it's associated estimate to track amounts owing)

  3. Code searches and references for dispute resolution or clarification of required scopes or methods of work.

  4. Payment of sub contractors once payments have been received from customers.

  5. Scheduling project work.

  6. Scheduling and booking of inspections.

  7. Mediate conflicts between trades on site.

  8. Attain and verify licenses, insurance, and other credentials from sub trades.

  9. Provide conspicuous display of City Permits (if required), health and safety information, and ensure a first aid kit is available on-site.

  10. Alterations to billing information after invoices have been issued shall be made at $5.00 per occurrence.

  11. Alterations to invoices shall be done at a cost of $25.00 per page. (Amalgamating/breaking down invoices)

  12. Design and drafting services shall be completed when payment has been received for this service.

Payment

Payment

Payment schedules

  1. Single stage projects with a value up to and including $1,000.00

    • Amount is due in full upon completion of Services in accordance with the applicable Estimate.

  2. Multistage projects with a value up to and including $5,000.00

    • 20% deposit on the estimated project cost shall be due forty-eight (48) hours prior to commencement of Services and funds must clear.

    • 70% divided evenly over the proposed project duration in two week intervals.

      • This amount is invoiced after two weeks have passed in the project and repeat until the project has reached completion or a balance of 10% remains.

    • 10% Balance of initial estimate and all outstanding change orders associated to the applicable Estimate.

      • This invoice is issued at the completion of the provision of Services and must be paid within 30 days. Failure to comply will result in lien application and cost of application forwarded to the customer.

  3. Multistage projects exceeding $5,000.00

    • 30% deposit on the estimated project cost shall be due five (5) business days prior to commencement of Services and must clear.

    • 60% divided evenly over the proposed project duration in monthly intervals.

      • This amount is invoiced after 30 days have passed in the project and repeat until the project has reached completion or a balance of 10% remains.

    • 10% Balance of initial estimate and all outstanding change orders associated to the applicable Estimate.

      • This invoice is issued at the completion of the provision of Services and must be paid within 30 days. Failure to comply will result in lien application and cost of application forwarded to the customer.

  4. Time and Material Projects

    • All labour and materials used shall be billed according to the following intervals. Payment terms will be due upon receipt of invoice.

    • Every fourteen (14) days in which BWR  has performed any services in any of those fourteen (14) days

    • After final inspections and/or project conclusion

  5. Payment schedules prescribed on an estimate shall supersede these default schedules.

  6. BWR reserves the right to bill for work performed in any calendar month that has not yet met a milestone prescribed in these terms of service or prescribed on an estimate.

  7. Special order items will be billed in full and will not be ordered until payment has been received and cleared.

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Payment Plans, Special Arrangements, and Pre-Arranged Payment Schedules

  1. Notwithstanding the foregoing, BWR reserves the right but not the obligation to offer alternative payment arrangements. All such alternative payment arrangements shall be made in writing stipulating the milestones, amounts, special terms, and any contingencies, and shall be attached to the applicable Estimate, and will form an integral part of this Agreement.

 

Payment options include

  1. Visa, MasterCard, or Discover via an invoice received by E-mail (Quickbooks/Intuit Platform)

    • A request must be made by the client for credit card payments and a new invoiced issued with a 3% surcharge issued.

    • Making a request that renders the invoice past due shall be subject to interest charges unless otherwise agreed upon prior to the due date.

  2. E-Mail money transfer to info@birchwolfrenovations.ca

  3. Cheque payable to 'Birch Wolf Renovations' and dated no later than indicated in the payment terms.

    • Payments using personal or non-secured cheques will be deemed tentatively paid until the cheque has cleared.

    • BWR  reserves the right to suspend services until cheques has cleared.

    • Cheques that bounce shall be charged a fee of $125.00 (taxes included)

    • Invoices that become past due because of bounced cheques shall be subject to interest charges.

  4. Bank draft payable to ‘Birch Wolf Renovations’ and dated no later than indicated in the payment terms.

 

Late payments and fees

  1. Unless BWR otherwise, payments that exceed the listed due date and have not had special arrangements made in writing or a breach of a specially arranged payment has exceeded 14 days shall be;

    • Subject to compounding interest at a rate of 24% annually, billed at 2% monthly.

    • Monthly periods shall be calculated in thirty (30) day intervals starting on the missed due date.

    • Payments shall be deemed complete when the balance owing, including accrued interest and any applicable fees, is zero.

    • Balances owing, including accrued interest, that exceed ninety (90) days past due shall be submitted for collections or shall be pursued by legal means at the discretion of BWR. All legal and associated fees, charges, interest, or other related charges shall be incorporated into the balance owing.

    • NSF charges, bounced cheques, or e-transfers without a working password are subject to a $125.00 fee (including taxes)

    • Where BWR is operating in the capacity of a sub contractor. BWR reserves the right to pursue the client of a contractor acting on behalf of said client to collect payment and does not assume responsibility for lost income, legal or other fees, loss of work, violation of agreements set between the contractor or their client, or fouling of political/professional/personal relationships with the client or the community.

    • Where the Customer has had charges incurred and billed, and the customer ‘ghosts’ or otherwise refuses to communicate with BWR. BWR shall add a fee of $25.00 (taxes included) per week with an attempted communication being ignored.

Health and Safety

Health and Safety

Right to Halt Work

  1. BWR maintains the right to stop all work on the grounds of;

    • Incomplete structural assembly or agreed demolition/construction state (The job is not ready)

    • The job site poses a health or safety risk as per Ontario Health and Safety regulations

    • The job site is cluttered making access impossible or impractical for workers

    • There is a balance past due on the account of the Customer. The outstanding account balance IS NOT limited to a single invoice, but rather, the sum of all open and un-paid invoices on the listed account for this Agreement.

    • An order issued by:

      • the Electrical Safety Authority (ESA)

      • Power Distribution Company (Hydro Ottawa/One) 

      • The City of Ottawa, Ministry of Labour, Ontario College of Trades (Or equivalent)

      • Any other agency with authority over the site which work is being performed or has authority over the electrical trade.
         

Exclusion of Work

  1. BWR maintains the right to not perform work should said work;

    • Fall outside the scope of work agreed upon in the agreement or it’s sub parts

    • Fall outside the liability coverage, licenses, or skill of BWR and it’s employees and sub-contractors

    • Be deemed unsafe

    • Have insufficient details provided by the client to perform the work effectively

 

Temporary Installations

  1. BWR maintains the right to refuse temporary installations if they are;

    • Not included in the estimate and a change order for time and material required is not approved

    • The installation does not comply with the applicable codes

    • The installation does not conform to Ontario Occupational Health and Safety Regulations

Relationship

Relationship of Parties

In the performance of all Services hereunder, BWR, its employees, agents and contractors, shall be deemed to be and shall be independent contractors and, as such, the Customer, its employees, agents and contractors, shall not be entitled to any benefits applicable to employees of BWR.  Neither party is authorized or empowered to act for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, and/or representation as to any matter.  Neither shall be bound by the acts or conduct of the other.

Non-Soliciation

Non-Solicitation

During the effective time of these Terms of Service, and for a period of (12) twelve months after the termination of these terms of service, the Customer shall not directly or indirectly hire any employee or subcontractor of BWR, nor shall the Customer solicit or induce or attempt to induce any persons, who were employees or subcontractors of BWR at the time of such termination of this Agreement, to terminate their employment or engagement with BWR.

Termination

Termination

Termination for Cause

  1. BWR may, upon giving thirty (30) days written notice identifying specifically the basis for such notice, terminate an agreement for breach of a material term or condition of any agreement or the applicable Estimate, as the case may be, provided the Customer shall not have cured such breach within the thirty (30) day period.  Notwithstanding the foregoing, if the breach by the Customer is not curable within such period, then BWR may terminate this Agreement immediately without prior notice.

  2. The parties further agree that, in the event of a dispute or alleged breach, they will work together in good faith first to resolve the matter.

 

Termination on Bankruptcy

  1. Either party may terminate this Agreement if the other party becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy and fails to rectify any such filing within sixty (60) days.

 

Provisions which Operate Following Termination

  1. Notwithstanding any termination of any agreement for any reason whatsoever, whether with or without cause, or upon the completion of any Estimate, the provisions of Above Articles and such other provisions of this Agreement necessary to give efficacy thereto shall continue in full force and effect following any such termination.

General Terms

General Terms

Entire Agreement

  1. An agreement shall be comprised of;  These terms of service, Estimate(s) and any Change Order(s) constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto.  There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in an Agreement.

 

Order of Precedence

  1. The following order of precedence shall apply in the event of an inconsistency within the Agreement and its related documents, as applicable:

    1. Change Order

    2. Estimate

    3. Terms of Service

 

Amendments and Waivers

  1. No amendment to an agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto.  No waiver of any breach of any term or provision of any agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

 

Assignment

  1. BWR may not assign or subcontract any of its rights or obligations under an agreement without the prior written consent of the Customer. Notwithstanding the foregoing, BWR may upon written notice to Customer, assign this an agreement and its obligations to a corporation controlled by the principal of BWR. Any such assignment shall not diminish any rights or duties that BWR or the Customer may have had prior to the effective date of assignment.

 

Sever-ability

  1. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

 

Governing Law

  1. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflicts of laws.

 

Counterparts

  1. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.  

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