Terms of Service

Contents

1. General
2. Payment
   1. Fee Structure
   2. Quotation
   3. Project Proposals
   4. Service Booking
   5. Service Cancellations
   6. Invoicing
   7. Payment Methods
3. Confidential Information
4. Non-Solicitation
5. Limitation of Liability
6. Indemnification
7. Intellectual Property
8. Data Protection
9. Legal Compliance
10. Force Majeure
11. Miscellaneous
12. Governing Law and Jurisdiction

1. General

These terms govern all services provided by Tetra Inspection Inc., a corporation incorporated under the federal laws of Canada (corporation number 1787091-4), with its head office at 407 9 Ave SE, Calgary, AB T2G 2K7, Canada, and its affiliates (together, "Tetra Inspection"). Tetra Inspection Inc. is the contracting entity unless a signed agreement states otherwise. A Client with a separate signed agreement with Tetra Inspection or an affiliate remains governed by that agreement.

In these terms, "GTCS" means these General Terms and Conditions of Service, and "Client" means the beneficiary of the services provided. In these terms, "this agreement" and "Agreement" mean these GTCS, together with any signed Quotation or Project Proposal.

A Client accepts these terms by ticking the acceptance box when creating a portal account, by booking a service, or by confirming a Quotation by email. Electronic acceptance has the same effect as a signature. Services are supplied for business use. Nothing in these terms excludes a right that cannot be excluded under applicable law.

Tetra Inspection may update these terms by posting a new version on this page. The updated terms apply to services booked after the posting date. If a Client has a signed agreement with Tetra Inspection, that agreement prevails over these terms and can be changed only by a written amendment signed by both parties.

These terms are available in several languages, including English and French. For a Client located in Quebec, the French version is presented first, and the parties may agree to be bound by another language only after the Client has reviewed the French version. For all other Clients, the English version prevails over any translation.

Tetra Inspection reserves the right to refuse any request for service provision on any grounds. No agreement for services between Tetra Inspection and a Client shall create any obligation on the part of Tetra Inspection to provide a particular service unless this obligation is expressly created under such an agreement for service provision and signed by both parties. Where such an obligation is considered to have been created, Tetra Inspection shall be held to such an obligation, only to a reasonable extent given its available resources. Tetra Inspection shall at no time, unless otherwise separately and expressly agreed to, accept any terms and conditions of service other than those herein contained.

2. Payment

2.1 Fee Structure

The overall Service Cost for any service, due to Tetra Inspection upon completion, consists of a Service Fee and any additional expense stated on the Quotation.

The Service Fee is the base fee for service provision. Service Fees may vary by service, location, and over time. Tetra Inspection may, but is not required to, provide a schedule of standard Service Fees. Any provision of Service Fee estimates, such as a schedule of standard Service Fees, shall not be deemed a quotation, and is subject to change without notice. Client is advised to request from Tetra Inspection the most up-to-date Service Fee for the particular service and respective service location.

Service Fees may be defined and quoted in terms of Man-days ("Man-day Rate"), Man-hours ("Hourly Rate"), or for the entire service package ("Package Rate"). A Man-day shall consist of eight Man-hours on site. Travel and report preparation are included in the Service Fee and do not count toward these eight hours. For Quotations providing a Man-day Rate, the minimum out of office charge shall be for one Man-day.

Service Fees include travel and reporting and are all-inclusive unless the Quotation states otherwise. Any additional expense will be stated on the Quotation before the service is booked. Fees are charged in the currency stated on the Quotation. Canadian Clients are invoiced in Canadian dollars.

Service Fees exclude applicable taxes, including GST/HST or other sales taxes where they apply. Any tax charged will be shown on the Quotation or invoice.

2.2 Quotation

Upon request for a particular service ("Service Request") and once Client has provided sufficient detail of the project required for service performance ("Client Requirements"), Tetra Inspection shall provide Client with a Quotation indicating the Service Fee, any additional expense for the performance of a service and applicable taxes. Quotations may be in email format, a separate document or may, for Long Term Services, be included in a "Project Proposal".

Quotations are valid for services performed on the date(s), at the location(s) quoted for ("Service Details"), and according to Client Requirements for the respective Quotation and, prior to acceptance of the Quotation by Client, subject to change without notice due to any scheduling or resource changes experienced by Tetra Inspection. Any changes to Client Requirements or Service Details may invalidate a Quotation and result in the issue of a new one.

2.3 Project Proposals

Tetra Inspection may for certain projects, particularly Long-Term Services, issue a Project Proposal listing information with regard to the nature of individual services including project goals and objectives, deliverables, schedules, timelines, man-days required, Service Costs or other information ("Project Details"). Such information shall, unless otherwise stated in writing, be deemed non-binding and subject to change throughout the project lifecycle.

2.4 Service Booking

Acceptance of a Quotation and booking of the service by Tetra Inspection ("Service Booking") occurs upon receipt of a signed Quotation from Client by Tetra Inspection or email confirmation from Client that the Quotation has been accepted and that the service should proceed as quoted, or upon submission of a booking through the portal, providing the quotation remains valid, as determined by Tetra Inspection. Once Service Booking has occurred, confirmation of the Service Booking shall be communicated to Client.

2.5 Service Cancellations

In the event of a cancellation of any service, including the cancellation of an entire Project or single service provided as part thereof, due to cancellation by Client or the supplier of Client whose facility or product is the subject of the Service ("Supplier"), due in no part to any fault of Tetra Inspection, Client shall be invoiced only for costs already incurred by Tetra Inspection and not recoverable by it, such as non-refundable transportation or accommodation costs. No such costs are invoiced where the Service Fee was quoted as all-inclusive.

For cancellations by Client within 24 hours of performance ("Late Cancellation"), a Late Cancellation Fee equal to the base Service Fee shall apply in addition to any additional expense stated on the Quotation and already incurred. Cancellations shall also include a change in Client Requirements or Service Details, or failure on the part of Client or Supplier to provide necessary information, documentation or samples, requiring a change in the Quotation or Service Booking.

In the event that Tetra Inspection personnel arrive at a Client or Supplier facility to perform a service and the facility or products are deemed unprepared, as determined by Tetra Inspection, for the performance of the Service according to Client Requirements, the service shall be deemed canceled by the Supplier for which a Late Cancellation Fee shall apply. Tetra Inspection reserves the right to cancel any Service Booking, at any time. No Service Costs shall be payable by Client for cancellation by Tetra Inspection.

2.6 Invoicing

Tetra Inspection may issue invoices for services rendered on a per-service basis for "Short Term Services" requiring one or more man-days performed within one calendar month or monthly for "Long Term Services" forming part of a project or program, requiring multiple man-days spread over two or more, consecutive months.

Where not otherwise specified on the Quotation: For Short Term Services, invoices shall be issued within 5 days of completion of the service; For Long Term Services, invoices shall be issued on or before the 10th day of each month for services rendered in the preceding calendar month. All invoices are payable upon receipt.

Notwithstanding the above, Tetra Inspection may require prepayment of Service Costs. If prepayment is required, Client shall provide proof of payment in the form of a bank slip. Service scheduling shall commence upon receipt of satisfactory proof of payment; however, Service Reports may not be released until payment has been received in full.

The amount invoiced is the net amount due to Tetra Inspection. Any transaction, exchange and other charges levied by either bank or any intermediary shall be borne by Client.

Any amount unpaid 30 days after the invoice date bears interest at 1.5% per month (18% per year) from that date until paid. Tetra Inspection reserves the right to withhold service provision or the products of service provision to any Client with Outstanding Payments. In the event of a failure to complete any Outstanding Payments, Tetra Inspection may without notice, place the Client's account with a collection agency.

2.7 Payment Methods

Payment methods accepted by Tetra Inspection are bank transfer and credit card, and the methods available may vary by currency. Clients should refer to the payment details provided on Invoices. All international payments should be made with the "details of charges" of OUR.

3. Confidential Information

For purposes of these GTCS, "confidential information" shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, pricing, know-how, business plans, business methods, and process information, disclosed to the Receiving Party. For convenience, the Disclosing Party may, but is not required to, mark written confidential information with the legend "confidential" or an equivalent designation.

All confidential information disclosed to the Receiving Party will be used solely for the business purpose foreseen in relation to these GTCS and for no other purpose whatsoever. The Receiving Party agrees to keep the Disclosing Party's confidential information confidential and to protect the confidentiality of such confidential information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care.

The Receiving Party may disclose confidential information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have appropriate agreements sufficient to enable the Receiving Party to enforce all the provisions of this agreement.

All right, title and interest in and to the confidential information shall remain with the Disclosing Party or its licensors. Nothing in this agreement is intended to grant any rights to the Receiving Party under any patents, copyrights, trademarks, or trade secrets of the Disclosing Party.

All Service Reports shall be deemed the property of Tetra Inspection subject to the requirements on confidentiality listed in these GTCS.

The obligations and limitations set forth herein regarding confidential information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Receiving Party; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Receiving Party without any obligation of confidentiality.

Obligations of the parties with regard to non-disclosure of confidential and proprietary information as outlined in this agreement shall continue to remain in force following the termination of the business relationship between Disclosing and Receiving Party.

4. Non-Solicitation

Client agrees that at no time during the term of this Agreement, and for a period of 2 years following the termination date of this agreement, will Client or any employee, officer, director, shareholder, agent or affiliate of Client attempt to circumvent Tetra Inspection and solicit, as an employee, subcontractor or otherwise, the services of current employees or subcontractors of Tetra Inspection without prior approval, or otherwise entice employees of Tetra Inspection to terminate their employment in order to enter into an employment or subcontractor relationship with Client.

5. Limitation of Liability

Tetra Inspection hereby warrants that it shall make every reasonable effort to exercise due care and diligence in the performance of services and that the Services shall be performed in a good and workmanlike manner, consistent with that level of care and skill ordinarily exercised by other companies providing like services under similar circumstances. In this regard, Tetra Inspection represents and warrants that it and the employees and contracted inspectors it assigns to perform services retain the requisite skills, experience, qualifications, permits and licenses necessary to perform the service outlined in this agreement.

Tetra Inspection does not pass services to other inspection companies. Contracted inspectors work directly for Tetra Inspection under its procedures, and reports are reviewed in-house before release.

Tetra Inspection shall not be held liable with respect to any claim for loss or damage of whatever nature arising from any circumstance or event not within the reasonable control of Tetra Inspection, if and to the extent that (i) such circumstance or event materially and adversely affects the ability of Tetra Inspection to perform any Service subject to these GTCS, (ii) Tetra Inspection has exercised all reasonable diligence and taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such circumstance, and (iii) despite the exercise of reasonable diligence the circumstance or event cannot be prevented, avoided or removed.

Where the products of a service performed by Tetra Inspection are relied upon in the pursuit of certification and/or verification by authorized third-party auditors to local or international standards or for legal compliance, the accuracy of the information supplied to Client is Tetra Inspection's responsibility but the overall success of Client's pursuit of such certification and/or verification is the responsibility of Client. Tetra Inspection cannot be held liable for the failure of Client, its employees, agents or other third parties on whom Client relies, to properly and accurately implement the system designed, recommendations, including Corrective Actions, proposed, follow any training provided, or generally make use, in the manner intended, of any of the products of the Service(s) performed by Tetra Inspection.

Client hereby accepts that inspections of goods based on Acceptable Quality Limits (AQLs) and involving sampling may, by definition, result in non-conforming products forming part of the shipment of goods delivered to Client from Supplier. While Tetra Inspection may make recommendations to Client on the appropriate Acceptable Quality Tolerance Level and thus sample size, the final decision rests with Client. Tetra Inspection accepts no liability for negative effects resulting from Client's selection of a sample size smaller than that recommended by Tetra Inspection based on AQLs, nor actual conformity of any products supplied by Supplier other than the conformity of those goods actually inspected by Tetra Inspection, found to be conforming at the time of inspection and labeled as such.

Client accepts that ultimate responsibility for any business decisions made by Client lies with Client and any services performed and certificates/reports issued by Tetra Inspection do not relieve Suppliers from their contractual and legal responsibilities to deliver conforming products. Tetra Inspection is not a guarantor nor a provider of insurance and does not guarantee or indemnify Client against any liability for costs, damages, or otherwise, arising from reliance by Client on Service Reports or the information and recommendations contained therein, unless it is sufficiently evidenced that such damages are a direct result of gross negligence or wilful misconduct on the part of Tetra Inspection or its employees or contracted inspectors.

The liability of Tetra Inspection shall in no case be greater than that portion attributable to the evidenced negligence or misconduct on the part of Tetra Inspection nor shall such liability exceed a total aggregate sum equal to ten (10) times the amount of the Service Fee for the particular service giving rise to such claim.

The Client must give Tetra Inspection written notice of a claim within 60 days of receiving the inspected goods or, for other services, within 60 days of becoming aware of the circumstances giving rise to the claim, so that Tetra Inspection can re-inspect or investigate. Tetra Inspection is not liable for loss to the extent that late notice prevented it from doing so. Nothing in these terms reduces a limitation period under applicable law. Tetra Inspection reserves the right to re-inspect any products subject to the claim and to conduct a root cause investigation. Client and its Suppliers shall not refuse Tetra Inspection or its elected representative access to any information or physical location necessary for the investigation. Any unreasonable refusal shall result in the forfeit of any claim made by Client. Tetra Inspection shall in no case be liable if the Client has outstanding payments due to Tetra Inspection.

6. Indemnification

Client shall indemnify, defend, and hold Tetra Inspection (and any other relation including but not limited to agents, affiliates, employees, directors or shareholders) harmless from any and all Client or third-party claims, demands, costs, liabilities, losses, expenses, and damages arising out of or in connection with (i) misrepresentation, default, misconduct, failure to perform or any other act or omission relating to Client's obligations and responsibilities under these GTCS or breach thereof, and (ii) Tetra Inspection's performance of its duties under these GTCS unless negligence or wilful misconduct on the part of Tetra Inspection with respect to its duties hereunder is sufficiently evidenced. Where a dispute arises between the parties, the non-prevailing party shall indemnify the prevailing party against any and all attorneys, legal or other fees arising from the dispute.

7. Intellectual Property

All content on the Tetra Inspection website, including but not limited to text, graphics, logos, images, software, inspection report templates, and proprietary methodologies, is the property of Tetra Inspection and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our content without prior written permission.

Inspection reports and deliverables created during the provision of services are the intellectual property of Tetra Inspection, licensed to the Client for the purpose for which they were commissioned. The Client may share complete, unaltered reports with its own customers, suppliers and supply chain partners for the purpose for which the report was commissioned. Any other redistribution requires Tetra Inspection's prior written consent. Sharing a report gives the recipient no rights against Tetra Inspection, whose duties and liability are owed only to the Client.

8. Data Protection

Tetra Inspection handles personal information in accordance with applicable privacy laws, including Canada's Personal Information Protection and Electronic Documents Act, Alberta's Personal Information Protection Act and, where applicable, the GDPR. Personal information may be processed outside Canada, as described in our Privacy Policy.

Tetra Inspection implements appropriate technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, or destruction. For full details on how we collect, use, and protect your personal information, please refer to our Privacy Policy.

9. Legal Compliance

Each party will comply with the anti-corruption, sanctions and export control laws that apply to it, including Canada's Corruption of Foreign Public Officials Act and Special Economic Measures Act. Neither party, nor anyone acting for it, may offer or accept any bribe, facilitation payment or improper advantage in connection with the services. Inspectors will not accept payment or gifts from suppliers. The Client must not ask for services that would breach these laws. Tetra Inspection may refuse, suspend or cancel a service without liability if it reasonably believes the service would breach these laws.

10. Force Majeure

Tetra Inspection shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, pandemics, epidemics, government actions or restrictions, labor disputes, transportation disruptions, factory closures, civil unrest, acts of terrorism, or any other event that could not have been reasonably foreseen or prevented. In such circumstances, Tetra Inspection shall notify the Client as soon as practicable and make reasonable efforts to resume services when conditions permit.

11. Miscellaneous

Reservation of Rights

No forbearance, indulgence or relaxation or inaction by Tetra Inspection at any time to require performance of any of the provisions of these GTCS shall in any way affect, diminish or prejudice the right of that party to require performance of that provision, and any waiver or acquiescence by either party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions.

Severability

If any part of these GTCS is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed and the remaining provisions of the GTCS shall remain in full force and effect.

Entire Agreement

These GTCS, together with any signed Quotation or Project Proposal, constitute the entire agreement between the parties with respect to the services provided by Tetra Inspection. No modification, amendment or waiver of a signed agreement, Quotation or Project Proposal shall be effective unless in writing and signed by both parties. These GTCS themselves may be updated by Tetra Inspection as set out in section 1.

12. Governing Law and Jurisdiction

These terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in that province. The courts of Alberta have exclusive jurisdiction over any dispute arising out of or in connection with the services or these terms.

Contact

For questions about these Terms of Service, please contact us:

• Email: sales@tetrainspection.com
• Head office: 407 9 Ave SE, Calgary, AB T2G 2K7, Canada
• Website: tetrainspection.com/contact-us