Formed through the Permit.ca platform
| Client | [CLIENT NAME], of [ADDRESS] |
|---|---|
| Vendor | [VENDOR LEGAL NAME], [Credential and number], of [ADDRESS] |
| Project | [PROJECT DESCRIPTION] |
| Property | [MUNICIPAL ADDRESS AND LEGAL DESCRIPTION] |
| Scope Summary | Generated from Quote #[NUMBER], accepted [DATE] — Schedule 1 |
| Engagement Value | $[AMOUNT] plus applicable GST/HST |
| Formed | [DATE/TIME OF ACCEPTANCE] |
PERMIT.CA IS NOT A PARTY TO THIS AGREEMENT. This is a contract between the Client and the Vendor only. Permit.ca provides the platform through which it was formed and through which payment is administered. Section 15 sets out Permit.ca’s limited role and the protections that apply to it, and both parties agree to those protections as a condition of using the platform.
1.1 How this Agreement is formed. The Vendor signs this Agreement when it sends its Quote, and the signed Agreement travels with the Quote and the Scope Summary. This Agreement is formed when the Client signs it through the Permit.ca platform (the “Platform”). Until the Client signs, there is no agreement and neither party is bound.
1.2 What is standard, and what is specific to this project. Sections 1 to 16 are a standard form published by Permit.ca, identical for every project on the Platform. The project-specific content is the Scope Summary (Schedule 1), any accepted change orders (Schedule 2), and any Special Conditions (Schedule 3).
Varying the standard form is exceptional. Where the parties agree a variation before the Client signs, it is recorded as a Special Condition in Schedule 3 and requires Permit.ca’s written consent. Section 15 may never be varied (see Section 15.10). A variation written anywhere other than Schedule 3 has no effect.
1.3 The Scope Summary is Schedule 1. The “Scope Summary” is the record the Platform generates from the Vendor’s Quote in the version the Client signed. It sets out the deliverables, exclusions, disciplines not included, assumptions, items the Client is to supply, milestones and their amounts, price, taxes and schedule. It is Schedule 1 to this Agreement and forms part of it. A reference in this Agreement to the Quote means the Scope Summary.
The Scope Summary is versioned, and each version is fixed when signed. The Platform records the version the Client signed and it governs this Engagement. Later changes to a quote template, to the Vendor’s standard terms, or to this standard form do not alter it.
A signed version is never edited. A change is made by the Vendor issuing a revised Scope Summary under Section 4, which the Client signs. The revised version then replaces the earlier one in full — it is not read together with it.
What is already settled stays settled. A revised version governs only work not yet approved. A milestone already approved remains governed by the version in force when it was approved, and amounts already released are not reopened. Where a milestone has been funded but not yet approved and its amount changes, the difference is topped up by the Client or refunded to the Client before that milestone proceeds.
1.4 Documents, in order of precedence:
1. Section 15 (Permit.ca’s role and protections), which nothing else may vary;
2. Special Conditions (Schedule 3), if any;
3. This Agreement — except that the Scope Summary governs on scope, milestone amounts and schedule, and the Refund & Cancellation Policy governs on funding, release, cancellation and refunds;
4. The current signed Scope Summary (Schedule 1);
5. The Permit.ca Refund & Cancellation Policy;
6. Documents and information the Client supplied that the Scope Summary relies on.
Schedule 2 is a record, not an operative document. It lists the signed versions and does not add to or vary this Agreement.
If there is a conflict, the higher-ranked document governs. Marketing material, platform category descriptions and pre-contract discussion do not form part of this Agreement.
1.5 Before the Client signs: requesting changes. The Client may ask the Vendor to change the scope, price, milestones or schedule at any time before signing. A request is not a signature and does not form this Agreement.
(a) If the Vendor agrees, it issues a revised Quote with a new Scope Summary, signs it again, and sends it. The revised version replaces the earlier one.
(b) If the Vendor does not agree, the earlier Quote stays open for the Client to sign for the remainder of its validity period, unless the Vendor has withdrawn it. Asking for a change does not cost the Client the original offer.
(c) The Vendor may withdraw any unsigned Quote at any time, for any reason, without liability.
(d) Changes made after the Client signs are not handled this way. They are change orders under Section 4, recorded in Schedule 2.
1.6 Permit.ca’s policies form part of this Agreement. The Permit.ca Terms of Service and Refund & Cancellation Policy, in the versions in force when the Client signs, are incorporated into this Agreement and bind the Client and the Vendor as between themselves, not only as against Permit.ca. They govern how a milestone is funded, held, approved, released, cancelled and refunded, and how Dispute Support works. Where this Agreement and the Refund & Cancellation Policy differ on those mechanics, the Policy governs. Later changes to either do not affect this Engagement.
1.7 Capitalized terms not defined here have the meaning given in the Permit.ca Terms of Service.
2.1 The Vendor will provide the services and produce the deliverables described in the Scope Summary (the “Services” and “Deliverables”).
2.2 Exclusions. The Quote’s exclusions are binding. Anything not expressly included is excluded. Without limiting that, unless the Quote says otherwise the Services do not include: other engineering or design disciplines; site supervision, inspection, contract administration or construction review; geotechnical, environmental, heritage, arborist, hydrogeological or traffic studies; land survey; energy modelling; shop drawing review; as-built drawings; municipal, permit, development-charge, review or application fees; construction; or attendance at committee of adjustment, appeal or tribunal hearings.
2.3 Assumptions. The Quote is based on the assumptions stated in it and on the accuracy and completeness of information the Client supplied. If an assumption proves incorrect, or supplied information is inaccurate or incomplete, the Vendor may be entitled to a change order under Section 4.
2.4 The Vendor will notify the Client through the Platform as soon as it becomes aware that the Project is likely to require services outside the Quote, whether from the Vendor or another discipline. This is a notification obligation only. The Vendor does not warrant that it has identified every requirement of the Project, and does not warrant any discipline it is not licensed to assess.
3.1 The Client will pay the Engagement Value, plus GST/HST, plus approved disbursements at cost, in the milestone amounts in the Quote.
3.2 Funding. The Client will fund each milestone before the Vendor begins it. The Client and the Vendor each hold their own wallet account with a payment service provider registered with the Bank of Canada under the Retail Payment Activities Act, opened directly with that provider under its own onboarding and identity verification. Funds are held by that provider in a dedicated safeguarding account. Permit.ca does not receive, hold or take custody of the funds at any time.
3.3 Satisfaction of the payment obligation. The Client’s payment obligation for a milestone is satisfied when the Client funds that milestone with the payment provider. Release of funded amounts is governed by Section 3.5, and the Vendor’s recourse in respect of funded amounts is under the Vendor’s own agreement with the payment provider. The Vendor will not pursue the Client for amounts already funded.
3.4 Approval. The Vendor submits the milestone Deliverables through the Platform. The Client will, within [10] days, either approve the milestone or reject it in writing with specific reasons identifying what is missing or deficient by reference to the scope in the Quote.
3.5 Release. On approval, the payment provider releases the funded amount to the Vendor 7 days later, less the Vendor’s platform fee and any reserve.
3.6 Grounds for withholding approval. The Client may withhold approval only where the Deliverables do not meet the agreed scope. The Client may not withhold approval because of: matters outside the agreed scope; a municipality’s decision, comments, requirements or timeline; a change in the Client’s own plans, financing, intentions or budget; construction pricing; a dispute with any other party; or dissatisfaction unrelated to the Deliverables.
3.7 Rectification. On effective rejection, the Vendor has [10] business days to remedy at no additional cost where the deficiency is within the agreed scope. Funds remain held.
3.8 Deemed approval. If the Client neither approves nor delivers an effective rejection within the period in 3.4, and the Platform has sent at least two reminders, the milestone is deemed approved. [Where the Client is a consumer, deemed approval applies only if separately and expressly agreed at funding.]
3.9 Disbursements. Reimbursable disbursements must be pre-approved in writing and supported by receipts. Municipal and permit fees are the Client’s own cost, payable by the Client directly unless the Quote says otherwise.
3.10 Taxes. The Vendor charges and remits its own GST/HST and will issue compliant invoices.
4.1 How a change is made. Either party may propose a change. A change takes effect only when the Vendor issues a revised Scope Summary through the Platform and the Client signs it. A signed revision is a “change order” for the purposes of this Agreement, however the Platform labels it. Before signing, the Client must be shown how the revision differs from the version currently in force.
4.2 Work ahead of a signed revision. Work performed outside the scope in the version currently in force, before the Client has signed a revision covering it, is at the Vendor’s own risk and the Client is not obliged to pay for it.
4.2A While a revision is unsigned. A revision the Client has not signed has no effect. The version currently in force continues to govern, and the Project continues under it — proposing a revision does not pause the work, suspend a milestone, or entitle either party to stop performing.
4.3 The Vendor may request a change order where: the Client changes the requirements; supplied information was inaccurate or incomplete; an assumption in the Quote proves incorrect; site conditions differ materially from those assumed; a municipality or authority imposes a requirement not reasonably foreseeable at quoting; or applicable law or code changes.
4.4 Revisions after municipal review. Comments from a municipality fall into two categories, and they are treated differently.
(a) The Vendor’s own error. Where a comment arises from the Vendor’s error or omission, or from a failure to meet the standard of care in Section 7.1, the Vendor will correct and resubmit at its own cost, without limit and without charge. These are not counted as revision rounds and are never a change order.
(b) Everything else. Where a comment arises from anything else — including a requirement not reasonably foreseeable at quoting, a changed interpretation by the authority, a change in the Project or in the Client’s instructions, or inaccurate or incomplete information supplied by the Client — the work is a change order under Section 4.1, unless the Scope Summary includes revision rounds that have not yet been used.
(c) Included rounds. The Scope Summary states how many rounds of the kind described in (b) are included, if any. If the Scope Summary does not state a number, none are included and all such work is a change order.
(d) Classifying a comment. Before performing chargeable work under (b), the Vendor will explain in writing through the Platform why it considers the comment to fall outside its own error. Work charged without that explanation is not recoverable through Dispute Support.
The Client will:
(a) provide accurate and complete information about the Project, the property, and its intended use, and promptly correct anything that changes;
(b) provide, where it has them, existing drawings, surveys, reports, title documents, condominium or landlord approvals, and prior municipal correspondence;
(c) obtain and pay for any land survey the Vendor reasonably requires, unless the Quote includes it;
(d) provide safe and timely access to the property for the Vendor and its personnel;
(e) warrant that it is the owner of the property or is authorized by the owner to commission the Services and to authorize a permit application, and provide written owner authorization where the Vendor or the municipality requires it;
(f) give decisions, instructions and approvals promptly, and in any event within [5] business days of request;
(g) pay all municipal, permit, application, review and development-charge fees;
(h) communicate through the Platform, so the Project record is complete; and
(i) not instruct the Vendor to do anything contrary to law, the Ontario Building Code, or the Vendor’s professional obligations.
Delay or inaccuracy by the Client entitles the Vendor to a corresponding extension of time and, where cost is incurred, a change order.
6.1 Where the Quote includes permit application or coordination, the Vendor will prepare and submit the application, respond to comments within scope, and keep the Client informed of status through the Platform.
6.2 Neither the Vendor nor Permit.ca controls, and neither warrants or guarantees:
(a) that any permit or approval will be issued;
(b) when any permit or approval will be issued, or how long review will take;
(c) that a municipality or authority will not require revisions, further studies, other disciplines, variances or additional fees;
(d) that a municipality’s interpretation of the Building Code, zoning by-law or any other requirement will match the Vendor’s; or
(e) the accuracy, currency or completeness of municipal information, including permit status shown on the Platform.
6.3 The Vendor’s obligation is to exercise the professional standard of care in Section 7 — not to achieve an approval. The Client accepts that municipal outcomes are outside both parties’ control and that delay, refusal, revision requirements and additional cost are ordinary risks of the permitting process.
6.4 Where the Vendor acts as the Client’s agent in dealing with a municipality, it does so only to the extent stated in the Quote or in a written authorization, and only for the Project.
7.1 The Vendor will perform the Services with the degree of care, skill and diligence reasonably expected of a professional of its discipline and experience providing comparable services in comparable circumstances in Ontario, and in accordance with its professional obligations, applicable law, the Ontario Building Code and applicable municipal requirements.
7.2 This is the Vendor’s entire obligation as to quality. No warranty, guarantee, fitness for a particular purpose, or obligation of result is given or implied, whether by statute, common law or otherwise, and any such warranty is excluded to the fullest extent the law permits. [This exclusion does not apply to a Client who is a consumer, to the extent consumer protection legislation does not permit it.]
7.3 The Vendor will exercise its own independent professional judgment. Where the Client’s instruction conflicts with the Vendor’s professional obligations, the Vendor’s professional obligations prevail and the Vendor may decline to act on the instruction.
7.4 The Vendor will seal, sign, stamp or certify Deliverables as its Credentials and professional obligations require, and will not seal work it has not prepared or supervised.
7.5 The Vendor will maintain the insurance required by its Vendor Services Agreement with Permit.ca and will provide a certificate on request.
8.1 Where the Vendor engages subconsultants, the Vendor remains fully responsible for its subconsultants’ work as if it were its own. The Vendor will identify any individual who seals, signs, stamps or certifies a Deliverable, and will ensure each subconsultant holds the credentials and insurance required for the work it performs.
8.2 The Vendor will pay its subconsultants and suppliers promptly, and any dispute between the Vendor and a subconsultant is the Vendor’s own to resolve. The Client has no obligation to any subconsultant.
9.1 Ownership. The Vendor retains copyright and all other intellectual property rights in the Deliverables and in its underlying know-how, methods, templates, details and standard components.
9.2 Licence to the Client. On payment in full of all amounts due, the Vendor grants the Client an irrevocable, non-exclusive, royalty-free, perpetual licence to use, copy and reproduce the Deliverables for the construction, permitting, occupancy, insurance, financing, maintenance, repair, sale and future alteration of this Project on this property.
9.3 Limits. The licence does not permit use of the Deliverables on any other property or project, or for any other structure, without the Vendor’s written consent and payment of a reuse fee.
9.4 Modification and reuse at the Client’s risk. If the Deliverables are used, modified, adapted or relied on on any other project, or on this Project after the Vendor’s engagement ends, or are modified by anyone other than the Vendor, they are used entirely at the Client’s own risk, the Vendor has no liability for that use, and the Client will indemnify the Vendor against claims arising from it. The Vendor’s seal, signature, stamp and name must be removed from any modified Deliverable.
9.5 Electronic files. Native electronic files are provided only if the Quote says so or on the Vendor’s standard electronic file release terms. Where provided, the sealed PDF or printed Deliverable is the record document and governs over any electronic file.
9.6 Non-payment. Where the Client has not paid amounts properly due, the licence in 9.2 has not arisen, and the Client may not use the Deliverables. This does not entitle the Vendor to withdraw or invalidate a Deliverable already submitted to a municipality where professional obligations prevent it.
9.7 Client materials. The Client retains rights in materials it supplies and grants the Vendor a licence to use them for the Project.
10.1 Ontario law gives building professionals certain payment rights that neither party can sign away. Nothing in this Agreement is intended to limit, waive or replace any right or remedy under the Construction Act (Ontario), and any provision that would have that effect does not apply. Where the Platform’s payment steps and that Act differ, the Act governs. Neither party advises the other on it, and each should take its own advice if a question arises.
11.1 Excluded losses.
(a) Neither party is liable to the other for indirect or consequential loss, or for exemplary or punitive damages, however caused and whether in contract, tort (including negligence), breach of statutory duty or otherwise.
(b) Where the Client is not a consumer, neither party is liable for loss of profit, revenue, business, opportunity, anticipated savings or goodwill.
(c) This Section does not exclude direct losses. In particular, it does not exclude the reasonable cost of correcting or re-procuring Deliverables that do not meet the standard of care in Section 7.1, or reasonable additional municipal, permit or professional fees directly caused by a failure to meet it. The Vendor’s liability for those losses remains subject to the cap in Section 11.2.
11.2 Cap on the Vendor’s liability. The Vendor’s aggregate liability to the Client arising out of or in connection with this Agreement and the Services is limited to the greater of (a) the Engagement Value, and (b) the proceeds actually recovered under the Vendor’s professional liability insurance in respect of the claim.
11.3 Time limit. No claim may be brought more than two years after the earlier of substantial completion of the Services and termination of this Agreement, or such longer period as law requires.
11.4 No claim against individuals. The Client will bring any claim only against the Vendor as an entity, and not against any individual director, officer, employee or licence holder of the Vendor, except where a claim against an individual professional is required for the Client to recover, or where the individual has acted fraudulently. [Where the Vendor is a sole practitioner, this Section does not apply.]
11.5 Nothing in this Section excludes liability for fraud, for fraudulent misrepresentation, or for death or personal injury caused by negligence.
11.6 Consumers. Where the Client is a consumer, nothing in this Section limits or excludes any right, remedy, condition or warranty that consumer protection legislation does not permit to be limited or excluded, and no monetary limit applies to a claim for breach of a statutory or deemed condition or warranty.
12.1 By the Client. The Client may terminate on [10] days’ written notice through the Platform. The Client will pay for Services properly performed to the date of termination, plus reasonable demobilization costs, and is entitled to the Deliverables produced to that date on payment.
12.2 By the Vendor. The Vendor may suspend or terminate on [10] days’ written notice if: the Client fails to fund a milestone; the Client fails to give required information, decisions or access, causing material delay; the Client instructs the Vendor to act contrary to law or professional obligation; or the Client is insolvent. The Vendor will not abandon Services in a way that breaches its professional obligations.
12.3 Either party may terminate immediately on material breach not cured within 10 days of written notice, or on the other’s insolvency.
12.4 On termination: funded milestones are resolved through the Platform; the Vendor delivers work in progress (which the Vendor may mark “not for construction” as professional obligations require); the parties co-operate in an orderly transfer of municipal files; and accrued rights survive.
12.5 Survival. Sections 8.2, 9, 10, 11, 13, 14, 15 and 16 survive.
13.1 Each party will keep the other’s confidential information confidential and use it only for the Project.
13.2 The Vendor will handle the Client’s personal information in accordance with PIPEDA and applicable privacy law, use it only for the Project, not use it for marketing without the Client’s separate express consent, and notify the Client promptly of any breach affecting it.
13.3 The Vendor may, with the Client’s written consent, use non-confidential images and a general description of the Project in its portfolio. Consent may be withheld.
13.4 Communications through the Platform, including recorded and transcribed calls, form part of the Project record. Both parties consent to that recording, transcription and retention as described in the Permit.ca Terms of Service and Privacy Policy.
14.1 Step 1 — direct. The parties will first attempt to resolve any dispute directly through the Platform within 10 business days.
14.2 Step 2 — Dispute Support. Either party may then request Permit.ca’s Dispute Support. Dispute Support determines only how the held funds for the disputed milestone are allocated. It is not arbitration, mediation, adjudication or a determination of legal rights, and it does not prejudice, limit or extinguish either party’s rights or remedies, all of which survive in full. Either party may proceed under 14.3 or 14.4 regardless of the outcome.
14.3 Construction Act adjudication. Either party may refer a payment dispute to adjudication under Part II.1 of the Construction Act at any time, and nothing in this Agreement restricts that right.
14.4 Step 3 — proceedings.
(a) Where the Client is a consumer, either party may commence a proceeding in the Superior Court of Justice of Ontario or, where applicable, the Small Claims Court. Nothing in this Agreement requires a consumer to arbitrate or prevents a consumer from commencing or joining a class proceeding.
(b) Where the Client is not a consumer, any remaining dispute will be finally resolved by arbitration before a single arbitrator under the Arbitration Act, 1991 (Ontario), seated in Toronto, in English, under the ADR Institute of Canada Arbitration Rules. Either party may still seek injunctive relief from a court or bring a claim within Small Claims Court jurisdiction in that court.
14.5 Permit.ca is not a party to any dispute between the Client and the Vendor and is under no obligation to participate, fund, indemnify, adjudicate or take a position in it. Permit.ca will, on reasonable request, provide the Project record.
14.6 Governing law. Ontario law and the federal laws of Canada applicable in it.
This Section is a material condition of both parties’ access to the Platform. Both parties agree to it for the benefit of Permit.ca.
Permit.ca is not a party to this Agreement. It is not a contractor, subcontractor, consultant, sub-consultant, prime consultant, employer, agent, partner, joint venturer, guarantor or surety of either party. It has no obligation, and assumes no responsibility, under this Agreement.
Permit.ca provides the Platform: project posting, quote comparison, messaging, document management, milestone tracking, payment administration through the payment provider, and Dispute Support.
Permit.ca does not:
(a) provide professional engineering, architectural, design, surveying, construction or legal services, and does not hold itself out as doing so;
(b) select or recommend the Vendor for the Client, or approve the Vendor’s suitability for the Project;
(c) set, define, review, approve or verify the scope, adequacy, completeness or accuracy of the Services or any Deliverable;
(d) price the Services;
(e) supervise, direct, schedule, control, inspect or review the Vendor’s work;
(f) determine what the Project requires, or whether any Deliverable is code-compliant or will be accepted; or
(g) hold either party’s funds.
Permit.ca does not receive, hold or take custody of either party’s funds at any point. It holds no account into which those funds are paid, does not collect or store either party’s banking credentials, and earns no interest, rebate or other return on funds while they are held. The Client and the Vendor each hold their own wallet account with the payment provider, opened directly with that provider under its own onboarding and identity verification.
Permit.ca’s role is limited to transmitting instructions to that provider in accordance with this Agreement. Nothing in this Agreement appoints Permit.ca as the agent of either party, for the receipt of payment or for any other purpose.
Permit.ca has checked the Vendor’s licence, firm authorization, insurance evidence and business registration against the applicable public registers and documents supplied, as at the dates of checking. That check is a records check only. It is not an assessment of the Vendor’s competence, suitability, quality, solvency or performance, is not an endorsement or recommendation, and is not a warranty or guarantee of anything. The full scope and limits of verification are set out in the Terms of Service, which both parties have accepted.
To the maximum extent permitted by law, Permit.ca is not liable to either party for:
(a) the acts, omissions, negligence, professional negligence, breach, misrepresentation, delay, non-performance, abandonment, insolvency, disappearance, fraud or misconduct of the other party;
(b) any Deliverable, its accuracy, adequacy, completeness, code-compliance, acceptance or consequences;
(c) any decision, comment, requirement, delay or refusal of any municipality or authority;
(d) any dispute between the parties, or any outcome of Dispute Support or of any technical review it arranges;
(e) any loss of profit, revenue, business, opportunity, rent, carrying costs, financing costs, anticipated savings or goodwill, or any indirect, incidental, special, consequential, exemplary or punitive damages; or
(f) any lien, trust claim, adjudication, or statutory proceeding arising from this Agreement.
Where, despite Section 15.5, Permit.ca is found liable to a party in connection with this Agreement:
(a) its aggregate liability to the Client is limited to the amount of the held funds for the specific milestone in dispute; and
(b) its aggregate liability to the Vendor is limited to the platform fees Permit.ca has actually received from the Vendor on this Engagement.
Where Permit.ca arranges an independent licensed professional to review a technical question, that reviewer is independent of Permit.ca. The reviewer’s opinion is the reviewer’s own, Permit.ca does not adopt, endorse or warrant it, and Permit.ca is not liable for it or for its consequences. Permit.ca does not guarantee that a reviewer will be available or that a review will occur.
The parties expressly intend that the benefit of Sections 15.1 to 15.7 extend to Permit.ca and to its directors, officers, employees and agents, and that Permit.ca be entitled to rely on and enforce them directly, notwithstanding that Permit.ca is not a party to this Agreement.
The parties further agree that, in respect of Sections 15.1 to 15.7:
(a) each party enters into those Sections both on its own behalf and as agent for and trustee of Permit.ca, and holds the benefit of them in trust for Permit.ca;
(b) Permit.ca has provided, and is providing, the very services in respect of which those Sections are given, so that the protections attach to the activities they were intended to cover; and
(c) those Sections may be pleaded by Permit.ca as a complete defence to any claim by either party, whether framed in contract, tort, negligence, unjust enrichment, statute or otherwise.
Each party will indemnify Permit.ca against any claim, loss, liability, damage, fine, penalty and reasonable legal expense arising from that party’s breach of this Agreement, misrepresentation, negligence, wilful misconduct, or breach of law or professional obligation. [Where the Client is a consumer, this indemnity applies to the Client only in respect of fraudulent misrepresentation or wilful breach.]
Sections 15.1 to 15.9 may not be amended, waived or excluded without Permit.ca’s written consent. Any purported amendment without that consent is ineffective as against Permit.ca.
16.1 Entire agreement. The documents in Section 1.2 are the entire agreement between the parties on their subject matter.
16.2 Amendment. Only by an accepted change order or a written agreement recorded on the Platform, subject to Section 15.10.
16.3 Assignment. Neither party may assign without the other’s written consent, not to be unreasonably withheld. The Vendor may not assign its performance obligations.
16.4 Notices. Through the Platform, which both parties agree is effective written notice, or by email to the addresses on record. Notices under the Construction Act must additionally comply with that Act.
16.5 Severability. An unenforceable provision is severed or read down to the minimum extent necessary; the rest continues.
16.6 No waiver. A failure or delay in enforcing is not a waiver.
16.7 Survival. Termination does not affect accrued rights.
16.8 Electronic signature and formation. The Vendor signs by applying its signature when it sends its Quote. The Client signs by applying its signature through the Platform, and this Agreement is formed at that moment. The parties agree that electronic records satisfy any requirement for writing, and that electronic signatures applied through the Platform are valid and binding under the Electronic Commerce Act, 2000 (Ontario). The Platform’s record of each signature — the signatory, the time, the originating IP address, and the version of the Scope Summary and of this standard form then in force — is admissible evidence of it. Each party consents to receiving this Agreement and all notices electronically.
16.9 Counterparts. May be executed in counterparts and electronically.
16.10 Language. English. Les parties ont exigé que la présente convention soit rédigée en anglais.
The Vendor signed when it sent its Quote. This Agreement was formed when the Client signed it through the Permit.ca platform, on the date and time recorded below.
| Vendor — signed at Quote | Client — signed to form | |
|---|---|---|
| Name | ||
| Title | ||
| Electronic signature | ||
| Date and time (UTC) | ||
| IP address | ||
| Scope Summary version | ||
| Standard form version | ||
| Platform Engagement ID |
Generated by the Platform from the Vendor’s Quote, in the version the Client signed, and fixed at that moment. Sets out deliverables, exclusions, disciplines not included, assumptions, items the Client is to supply, milestones and amounts, price, taxes and schedule. Forms part of this Agreement. A signed version is never edited — a change is made by the Vendor issuing a revised Scope Summary under Section 4, which the Client signs and which replaces this one in full.
Generated by the Platform. Each signed version of the Scope Summary is kept in full and remains available to both parties. Evidential only — the current signed version in Schedule 1 is what governs. Versions negotiated before the Client first signed are not listed; they simply produced the version that was signed.
| Version | Signed | Signed by |
|---|---|---|
| v1 | ||
| v2 |
Variations to the standard form agreed before the Client signed. Rare by design, and effective only if recorded here with Permit.ca’s written consent. Section 15 may not be varied. State “None” if none.
| # | Clause varied | Agreed variation | Permit.ca consent | Date |
|---|---|---|---|---|
