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Terms of Service

THE FOLLOWING IS A LIST OF THE TERMS AND CONDITIONS UPON WHICH 2530461 ALBERTA INC. HAS AGREED TO PROVIDE SERVICES TO YOU, AND UPON WHICH THE YOU HAVE AGREED TO RETAIN 2530461 ALBERTA INC. BY ACCEPTING THIS QUOTE AND AGREEING TO RETAIN 2530461 ALBERTA INC. , YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY EACH OF THE FOLLOWING TERMS OF SERVICE: 

  1. DEFINITIONS – Wherever used in this Agreement, the following words shall have the following meanings: 

    • Agreement” means the Quote and these Terms of Service as the same may be amended from time to time with the consent of both Parties;

    • CTC” means 2530461 ALBERTA INC. o/a Canmore Tree Care, an Alberta corporation;

    • Client” or “You”, means the person or persons to whom CTC has delivered a Quote;

    • Deliverables” means the trees, shrubs or other materials, if any, to be purchased by CTC for planting on the Property and as set out in the Quote;

    • Fee” means the fee to be charged by CTC to the Client for the provision of Services and Deliverables as set out in the attached Quote;

    • "Parties” means both CTC and the Client, and "Party" means either one of them as the context requires;

    • Property” means the property described in the Quote, upon which the Client is requesting CTC to perform the Services;

    • Quote” means the Quote prepared by CTC for the provision of Services to which these Terms of Service are attached or otherwise referred to;

    • Service Date” means the date that the Services are to be provided as set out in the Quote or as otherwise agreed in writing between CTC and the Client; and

    • Services” means the services to be provided by CTC to the Client as more specifically defined in the Quote, including the delivery of any Deliverables, if applicable. 

  2. SERVICES – The Client hereby agrees to engage CTC for the purposes of providing the Services on and to the Property as described in the Quote. 

  3. DELIVERABLES –Subject to the payment of all applicable Fees, all Deliverables shall be the property of and be solely owned by the Client.

  4. ADD-ON SERVICES – The Client and CTC may agree to add or modify the Services or Deliverables by signing a written change order, which shall set out any changes or additions to the Services and Deliverables described in the Quote, as well as the changes to the Fee. 

  5. CHANGES TO THE QUOTE - If CTC or the Client determine that additional or different Services are required or desirable, CTC and the Client will discuss and consider the proposed changes to the Services in a commercially reasonable manner. Confirmation of any change agreed to by both Parties shall be provided by way of an amendment to the Quote signed or initialled by both Parties or via a written change order. For the purposes of clarity, no changes may be made to the Quote without the express consent of both Parties. Notwithstanding the foregoing, CTC’s performance of the Services are contingent upon weather and other factors outside of CTC’s control. Although CTC will make reasonable efforts to arrive on the Property on the Service Date, the Service Date but may be delayed or the schedule may be modified because of the
    situations that are beyond CTC’s control. CTC shall not be liable to the Client for any damages, losses, or other negative impacts caused as a result of changes to the Service Date.

  6. FEES – As consideration for performance of the Services and delivery of any Deliverables, the Client will pay the Fee to CTC in the manner set out in the Quote and these Terms of Service. Fees charged by CTC shall be in addition to any expenses of CTC that are to be reimbursed by the Client in accordance with the Quote as well as any applicable sales taxes. 

  7. INVOICING - The Client will pay all invoices via credit card unless otherwise specified in the Quote or unless otherwise directed by CTC. All amounts due shall be paid by the Client within 30 days of receipt of an invoice. All invoices that are not paid within 30 days shall be subject to late interest at a rate of 2% per month, compounded annually. Invoices that remain unpaid for 60 days or more may turned over by CTC to collections. If any invoice is not paid when due, CTC may suspend the provision of Services without liability or penalty until final resolution of the matter, and without limiting any other rights or remedies available to CTC, at law or otherwise, under this Agreement. 

  8. DEPOSIT – If the Quote includes a requirement on the part of the Client to provide a deposit prior to commencement of the Services (the “Deposit”), the following terms shall apply to such Deposit: 

    • the Deposit shall be held by CTC and applied to amounts owing by the Client pursuant to this Agreement;

    • if this Agreement is terminated by the Client less than 30 days prior to the Service Date through no fault of CTC, or if this Agreement is terminated by CTC due to a material breach of this Agreement by the Client, the full amount of the deposit shall be forfeited to CTC in consideration for the time taken by CTC to prepare and plan for provision of the Services and to reflect a genuine pre-estimate of liquidated damages resulting from the loss of potential income on the part of CTC due to the booking cancellation;

    • if this Agreement is terminated by CTC prior to thecommencement of the Services for reasons other than a material breach of the Agreement by the Client, the deposit shall be returned to the Client in full;

    • a forfeit of the deposit by the Client pursuant to this Agreement shall not limit or restrict any other remedies that may be available to CTC in law or in equity. 

  9. EQUIPMENT – Except as otherwise provided in this Agreement, CTC will provide, at its own expense, any and all tools, machinery, equipment, supplies, safety equipment, and other devices necessary to provide the Services in accordance with this Agreement. 

  10. ACCESS TO THE PROPERTY – The Client agrees to provide CTC and any employees or contractors providing the Services on its behalf with access to and from the Property and any additional resources (such as water) reasonably requested by CTC for the purposes of performing the Services. 

  11. CLIENT CANCELLATION – If the Client wishes to cancel the Services, it must provide CTC with written notice of its intent to do so no later than 48 hours prior to the Service Date. If the Client fails to provide such notice at least 48 hours prior to the Service Date, the Client shall reimburse CTC for any and all non-cancellable costs and expenses for commitments entered into by CTC in connection with the Services, including but not limited to costs incurred by CTC to date for providing or preparing to provide the Services, the costs of paying employees and/or contractors scheduled to work on the Property, and travel expenses for visiting the property whether before or on the Service Date, provided that CTC provides the Client with documentation supporting the same. 

  12. CANCELLATION OF DELIVERABLES – The Client acknowledges that trees and other Deliverables may be required to be purchased by CTC in advance of the Service Date, and that cancellation by the Client of the Services may result in such Deliverables being unused and wasted. As such, if the Client cancels the Services prior to the Service Date, or if the Client is in material breach of this Agreement and CTC is not willing to complete the Services as a result, the Client agrees to reimburse and save CTC harmless from any and all costs associated with purchasing and storing any Deliverables. Where such cancellation occurs, CTC shall have the option, in its sole and absolute discretion, to: 

    • advise the Client as to when and where the Deliverables can be picked up by the Client, in which case the Client shall be responsible for paying CTC the full cost of such deliverables, including storage fees, if applicable, payable at the time of pick up; or

    • seek to return the Deliverables or resell them to another person, in which case, CTC shall be entitled to charge the Client, and the Client shall be responsible for paying to CTC any shortfall between the actual cost to CTC for such Deliverables, including reasonable storage fees, less the amount received by CTC upon the return or resale of the same, provided that CTC provides the Client with documentation supporting the same, in which case the amount owing by the Client shall be paid and late interest shall accrue from the date an invoice is provided by CTC to the Client, and in the same manner as an invoice issued pursuant to Section 7 of this Agreement. Nothing in this Section 12(b) shall be interpreted as requiring CTC to pursue a sale or return of the Deliverables. 

  13. TERMINATION BY CTC – CTC may terminate this Agreement without justification, provided that notice of such termination is provided to the Client at least 72 hours prior to the Service Date. Nothing in this Section shall restrict CTC from terminating this Agreement due to a material breach by the Client, or for other reasons as set out in this Agreement without providing 72 hours prior notice. CTC shall not be responsible to the Client for any damages resulting from a termination made in accordance with this Agreement. 

  14. SUBCONTRACTING – CTC may, at its option, subcontract work under the Quote, but CTC’s use of subcontractors shall not affect its responsibilities under this Agreement. 

  15. CLIENT REPRESENTATIONS AND WARRANTIES – The Client represents and warrants to CTC as follows, which representations and warranties are being relied upon by CTC for the purposes of performing the Services: 

    • Property & Tree Ownership: The Client is the owner of the Property. All trees and other items for which CTC is to provide Services, other than the Deliverables, are located on the Property and are legally owned by the Client.

    • Property Access: CTC is authorized and permitted to perform the Services on the Property and, if, in the opinion of CTC, it is required to trespass across property owned by another person to perform the Services, the Client has obtained all necessary consents from the owner(s) of such properties on behalf of and for the benefit of CTC to trespass upon such properties, including with heavy equipment, where applicable.

    • Property Condition: The Property will be in a safe and sanitary condition suitable for performance of the Services, and free from excessive animal waste on the Service Date.

    • Permits: The Client has obtained, or will obtain, prior to the Service Date, any and all permits or other approvals from any municipal, provincial or other government authorities necessary for performance of the Services, other than those that are the responsibility of CTC, as set out in the Quote. 

    • Removal of Personal Property: The Client shall remove all personal property from the Property that may reasonably interfere with performance of the Services at least 24 hours in advance of the Service Date. Where CTC determines that removal of personal property is necessary to perform the Services in a safe and effective manner, and the Client has failed to do so in accordance with this Section, it will result in an additional charge to the Client. The Client shall save CTC harmless with respect to any and all claims or damage against CTC as a result of its removal of personal property items pursuant to this Section, or from the Client’s failure to do the same.

    • Underground Structures and Utilities: Where the Services include tree planting, stump grinding, or any other steps that could result in the disturbance of underground structures or utilities, the Client shall, prior to the commencement of any such Services:

      i. take all necessary steps to identify and bring to the attention of CTC information regarding the presence and location of any underground property that could be damaged as a result of the Services, or that otherwise pose a risk to CTC when performing the Services, including but not limited to any septic fields, buried structures and/or tanks of any kind, abandoned cisterns, shelters, residential or commercial irrigation lines, and any other considerations that require special care during the performance of Services; and

      ii. ensure that all underground utilities have been marked and mapped, with the locations clearly identified. The Client undertakes to contact all utility service providers for the purposes of locating and mapping all unmarked utilities at their own expense, except for Alberta One Call, where CTC is responsible for contacting Alberta One Call pursuant to the Quote.

  16. INDEMNIFICATION – The Client unconditionally agrees to indemnify, defend, and hold CTC, as well as its directors, employees, successors, assigns, agents and contractors, harmless from and against all claims, losses, costs, harm, liabilities, demands, damages and expenses (including legal fees and expenses on a solicitor and his own client basis) arising out of or in connection with:
    a. any breach by the Client of this Agreement;
    b. the acts or omissions of the Client, its successors, assigns, employees, subcontractors, or anyone acting on the Client’s behalf;
    c. any decline in tree health, tree failure, or other damage caused by acts of nature, the acts or omissions of the Client, or any other person;
    d. the Client’s Representations and Warranties as set out in Section 15 of this Agreement being untrue in any respect; and
    e. damage to the Property or any properties CTC is required to trespass upon in order to provide the Services. Examples of such damage for which the Client will indemnify and save CTC harmless include, but are not limited to ruts created by heavy equipment, limbs falling on flowerbeds, cracking of paved or concrete surfaces and/or sidewalks, provided that the same are not caused by the gross negligence of CTC. 

  17. CTC REPRESENTATIONS AND WARRANTIES – CTC acknowledges and agrees that: 

    • Workmanship: Services will be performed professionally, with the appropriate tools and equipment and according to the applicable industry safety standards.

    • Debris Removal: Where removal of waste is included in the Services, CTC will take commercially reasonable steps to remove debris resulting from its performance of the Services, subject to Section 18(a) below.

    • Licenses and Insurance: CTC shall be responsible for the costs of its own insurance, licenses, and/or bonds required to perform Services under this contract. For the purposes of clarity, CTC shall not be responsible for obtaining any permits related to the Property, unless clearly set out in the Quote.

  18. LIMITATIONS AND EXCLUSIONS – The Client acknowledges and agrees to the following limitations and exclusions to the Services: 

    • Debris Removal: Although CTC takes pride in leaving worksites as clean as possible after completion of the Services, removal of all debris is not always possible. Even where waste removal and clean up services are included in the Quote, it is possible that some debris, such as small wood chips and sawdust will remain after clean up. 

    • Tree Risk Assessments: The purpose of a tree risk assessment is to identify common defects and potential factors that may cause future issues based on a visual inspection only. Tree risk assessments do not involve subsurface soil testing, excavation, dissection, probing, coring, or inspection of the interior of trees and are not intended to identify risks that may be revealed by such testing, or due to outside sources, such as wind or adverse weather conditions. A tree risk assessment does not amount to a promise, warranty or guarantee of future tree health or stability and all such promises, warranties and guarantees are specifically disclaimed by CTC. Where information has been provided to CTC by the Client or other persons, and CTC has relied upon such information for the purposes of completing its assessment, CTC shall not be responsible for errors resulting from the inaccuracy of such information. Tree risk assessments may be relied upon by the Client, but are not transferrable and may not be relied upon by any other person.

    • No Root Cutting: CTC does not and will not cut the roots of trees.

    • No Guaranteed Results: Although CTC will provide the Services and Deliverables described in the Quote in a commercially reasonable manner and use reasonable efforts to obtain the best possible results, no guarantee can be provided that the Services will result in specific outcomes, that a tree will remain healthy, or that all issues with respect to tree health have been identified. CTC does not make any representations regarding results to be achieved by the Services and disclaims any and all warranties with respect to the same, whether express or implied, arising by operation of law, course of dealing, usage of trade or otherwise.

    • Heavy equipment and vehicles: Where, in the opinion of CTC, the performance of Services requires CTC to utilize heavy vehicles and large equipment specifically designed to carry out the Services, CTC will attempt to minimize the disturbances associated with performance of the Services but cannot guarantee that there will be no damage caused to the surface or the land. The Client understands and agrees the risks associated with provision of the Services and accepts the same.

    • Underground Structure and Utilities: CTC shall not conduct any due diligence with respect to subsurface conditions, except for contacting Alberta One Call, where contacting Alberta One Call is included in the Quote, and shall be entitled to rely upon the Client to complete the same. The Client acknowledges and agrees that not all underground utilities are identified by Alberta One Call, and that it is the responsibility of the Client to identify and notify CTC regarding the presence of underground structures and utilities. CTC will shall be relying upon the Client to complete all such additional due diligence.

    • Refusal of Service: CTC reserves the right to refuse to provide the Services if conditions on the Property are unsafe, unsanitary, or otherwise unsuitable for performance of the Services, in the sole and absolute discretion of CTC, in which case, the Client shall be deemed to have cancelled the Services and delivery of the Deliverables with less than 48 hours notice, and CTC shall be entitled to rely upon the terms of Section 11 and 12 of this Agreement accordingly.

  19. LIMITATION OF LIABILITY – CTC, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS SHALL NOT BE LIABLE TO THE CLIENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL OR OTHER INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER IN RELATION TO THE PROVISION OF THE SERVICES OR THE RESULTS THEREOF, NOR FOR ANY LOSS OF ENJOYMENT, REDUCTION IN PROPERTY VALUE, LOSS OF PROFITS OR BUSINESS INTERRUPTION SUFFERED BY THE CLIENT HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR CTC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, CTC’S TOTAL LIABILITY AND OBLIGATION TO THE CLIENT IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT AND THE PROVISION OF SERVICES TO THE CLIENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE), SHALL NOT EXCEED THE TOTAL FEE THAT HAS BEEN PAID BY THE CLIENT TO CTC FOR THE PROVISION OF SERVICES. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES BY CTC.

  20. FORCE MAJEURE - Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to failure of performance by the other party, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, tornado, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure. In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay.

  21. SURVIVAL – All clauses which by their nature survive the termination of this Agreement will survive such termination. 

  22. INTERPRETATION – This Agreement supersedes all prior negotiations and representations concerning the Services. Any amendments to, or waivers of, terms of this Agreement must be in writing signed by the Client and CTC. No waiver of any provision of this Agreement shall be deemed, or shall constitute a waiver of any other provision (whether or not similar), nor shall any waiver constitute a continuing waiver unless otherwise expressly provided. In the event that any provision herein or part thereof is held by a court of competent jurisdiction to be unlawful, void, invalid or unenforceable, the remaining provisions or parts thereof shall be and remain in full force and effect and shall be construed as if the unlawful, void, invalid or unenforceable provision had been deleted from this Agreement. No presumption shall operate in favour of or against any party hereto as a result of any responsibility that any party may have had for drafting this Agreement. The headings throughout this Agreement are inserted for convenience of reference only and shall not affect the construction of or be used in the interpretation of this Agreement or any provision hereof.

  23. NO ASSIGNMENT – This Agreement may not be assigned by either Party without the written consent of the other Party.

  24. NOTICES – All notices, requests, claims, demands and other communications required or permitted hereunder shall be in writing, at such address for notice which may be given by notification of the other Party, or otherwise at the registered office or usual address of such Party. Notice shall be given by delivery in person, by courier service (with signature required), by registered or certified mail (postage prepaid, return receipt requested), by facsimile (and telephoning to confirm receipt) or by e-mail (with return e-mail confirming receipt). Notice is deemed to be made and effective on the date that the notice is received.

  25. GOVERNING LAW –These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Alberta and of Canada applicable therein, and the parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Alberta with respect to any disputes arising from this Agreement or the provision of the Services.

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