A. Permit.ca operates an online network connecting clients with independent licensed building professionals.
B. The Vendor is an independent professional or firm licensed, registered or qualified to provide the services identified in Schedule A.
C. The Vendor wishes to offer those services through the Platform, and Permit.ca is willing to permit this on the terms below.
The parties agree:
Capitalized terms not defined here have the meaning given in the Permit.ca Terms of Service, which are incorporated into this Agreement.
“Client” — a user who engages, or seeks to engage, the Vendor through the Platform.
“Credentials” — every licence, certificate of authorization, certificate of practice, registration, qualification, designation and permission the Vendor requires by law or by any regulator to offer and provide the Services.
“Engagement” — a single contractual relationship between the Vendor and one Client for one Project, formed when the Client accepts a Quote.
“Engagement Value” — the total price payable by the Client to the Vendor under one Engagement, exclusive of GST/HST and of disbursements separately itemized and approved.
“Platform Fee” — the fee in Section 7.
“Project Agreement” — the Client–Vendor Project Agreement between the Vendor and a Client.
“Services” — the professional services in Schedule A.
2.1 Independent contractor. The Vendor is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise or fiduciary relationship between the parties.
2.2 No engagement by Permit.ca. Permit.ca does not engage the Vendor to perform Services, is not the Vendor’s client, and is not a party to any Project Agreement. The Vendor contracts directly with each Client.
2.3 No control. Permit.ca does not direct, supervise, control or review the manner, method, sequence, schedule or technical content of the Vendor’s work. The Vendor determines how it performs, exercises its own independent professional judgment, and uses its own personnel, equipment, software and premises.
2.4 No exclusivity. Nothing prevents the Vendor from practising its profession anywhere, from serving clients obtained by any other means, or from using any other platform. Nothing in this Agreement restricts the Vendor’s right to practise. Section 15 governs only the Vendor’s use of relationships originating on the Platform.
2.5 Vendor’s own responsibility. The Vendor is solely responsible for its own employees, subconsultants and subcontractors, and for their remuneration, statutory deductions, employment standards, occupational health and safety, workplace insurance, and professional conduct.
2.6 Permit.ca is not a professional services provider. The Vendor acknowledges that Permit.ca does not hold, and does not require, a Certificate of Authorization under the Professional Engineers Act, a Certificate of Practice under the Architects Act, or any equivalent, because Permit.ca neither offers nor provides professional services to the public. The Vendor offers and provides the Services in its own name, on its own professional responsibility, under its own Credentials.
The Vendor represents and warrants, on the Effective Date and continuously while this Agreement is in force, that:
(a) it holds every Credential required to lawfully offer and provide the Services in every jurisdiction where it provides them, and each is in good standing and unrestricted;
(b) where required, it holds a Certificate of Authorization (PEO), Certificate of Practice (OAA), BCIN and registration in the Qualified Power registry, Certificate of Authorization (AOLS) or equivalent, and has designated the licence holder required to assume professional responsibility;
(c) no Credential of the Vendor or of any individual who will perform or seal Services is subject to any suspension, revocation, restriction, condition, undertaking, or pending disciplinary or enforcement proceeding, and none has been in the past [5] years, except as disclosed in Schedule B;
(d) it maintains the insurance in Section 3.3;
(e) it is duly registered to carry on business and, where required, registered for GST/HST;
(f) it has no unsatisfied judgment, is not insolvent, and has not made any assignment or proposal in bankruptcy;
(g) all information it has given Permit.ca, including its profile, portfolio and representations about experience, is true, accurate and not misleading; and
(h) its entry into and performance of this Agreement does not breach any other agreement, professional obligation, or regulatory requirement.
The Vendor will notify Permit.ca in writing within 5 business days of becoming aware of:
(a) any suspension, revocation, restriction, condition, expiry, non-renewal or lapse of any Credential;
(b) any complaint, investigation, inquiry, practice review, enforcement proceeding or disciplinary proceeding by any regulator;
(c) any cancellation, non-renewal, material reduction, or notice of any of these, in respect of any required insurance;
(d) any claim, notice of claim, or circumstance likely to give rise to a claim relating to Services provided through the Platform;
(e) any insolvency event, assignment, proposal, receivership or winding-up; or
(f) any change of control, sale of business, or change to the individuals responsible for sealing work.
Failure to notify under this Section is a material breach.
The Vendor will maintain, at its own cost, with insurers licensed in Canada and rated not lower than [A-]:
| Coverage | Minimum limit |
|---|---|
| Professional liability (errors and omissions), on a claims-made basis, covering all Services | CAD $[1,000,000] per claim and $[2,000,000] annual aggregate |
| Commercial general liability, including bodily injury, property damage, and non-owned automobile | CAD $[2,000,000] per occurrence |
| Workplace safety insurance (WSIB) or an approved alternative, where applicable | As required by law |
The Vendor will:
(a) provide certificates of insurance on execution, on each renewal, and on request within 5 business days;
(b) notify Permit.ca within 5 business days if any required coverage lapses, is cancelled, is not renewed, or is materially reduced;
(c) provide a certificate naming a Client as certificate holder where that Client reasonably requests one; and
(d) maintain the professional liability coverage, or run-off coverage on the same terms, for 6 years after its last Engagement through the Platform.
Permit.ca may set different minimum limits by discipline or by Engagement value, on 30 days’ notice.
Insurance does not limit the Vendor’s liability.
The Vendor authorizes Permit.ca to verify its Credentials, insurance and registration with any regulator, registry, insurer or broker, at any time, and to re-verify before any Project starts. The Vendor will co-operate and provide any consent or authorization a regulator requires. Permit.ca’s verification is for Permit.ca’s own risk management and does not relieve the Vendor of any obligation, nor does it constitute advice, approval or endorsement of the Vendor.
Permit.ca makes no representation that the Vendor holds every Credential required for any particular Project. Determining what a Project requires, and whether the Vendor is competent and entitled to perform it, is the Vendor’s own professional responsibility. The Vendor will not accept an Engagement it is not licensed, qualified, insured or competent to perform, and will decline or refer out any scope beyond its entitlement.
4.1 Permit.ca grants the Vendor a revocable, non-exclusive, non-transferable licence to access the Platform to offer and deliver Services, for the term of this Agreement.
4.2 The Vendor will comply with the Terms of Service, the Privacy Policy, this Agreement, and all reasonable Platform policies as updated from time to time.
4.3 The Vendor will not:
(a) misrepresent its identity, Credentials, insurance, experience, capacity or affiliation;
(b) allow any other person to use its account, or perform Services through it other than the Vendor’s own personnel and subconsultants engaged in accordance with Section 6.4;
(c) use a restricted title it is not entitled to use;
(d) scrape, extract, export or retain Platform data other than data relating to its own Engagements;
(e) use Client personal information for any purpose other than the Engagement it was provided for, including marketing;
(f) solicit any Client to transact off-Platform, except as permitted by Section 15;
(g) offer, request, give or receive anything of value for a review, or ask a Client to withdraw, condition or refrain from a review;
(h) disparage Permit.ca or any User in bad faith, or make false statements about them; or
(i) do anything that brings the Platform into disrepute or breaches any law or professional obligation.
4.4 Permit.ca may, at its discretion, determine which categories the Vendor may quote in, how the Vendor’s profile is presented and ranked, which Projects the Vendor sees, and how many Vendors may quote on a Project. Permit.ca does not guarantee any volume of Projects, quotes, Engagements or revenue, and the Vendor acknowledges it has not relied on any such representation.
5.1 Every Quote must be complete, accurate, and in the format Permit.ca requires, and must clearly state: scope of work and deliverables; express exclusions; assumptions the price depends on; the disciplines and drawings included and not included; price, broken into Milestones; taxes; disbursements; schedule and assumed start; and the period the Quote remains open.
5.2 Exclusions discipline. The Vendor will affirmatively flag, at quoting, any scope the Vendor reasonably believes the Project is likely to need but which the Quote does not include — including other disciplines, studies, reports and approvals. This is the single most common cause of dispute on the Platform and Permit.ca treats a persistent failure to do it as a performance failure under Section 17. Where the Vendor is not qualified to assess whether another discipline is needed, it will say so.
5.3 A Quote is a binding offer, and on acceptance the Vendor is obliged to perform. The Vendor will not withdraw an accepted Quote, repudiate, or refuse to proceed except as the Project Agreement allows.
5.4 The Vendor will not quote outside its Credentials, its competence, or its insurance coverage.
5.5 Change orders. Work outside the agreed scope must be documented as a change order in the Platform, priced, and accepted by the Client before it is performed. Work performed outside scope without an accepted change order is at the Vendor’s own risk and Permit.ca will not support a claim for it in Dispute Support.
5.6 The Vendor pre-agrees to the Project Agreement. The Vendor has reviewed the Client–Vendor Project Agreement in the form published on the Platform. The Vendor agrees to be bound by that form, as it stands at the time a Quote is submitted, on every Engagement formed from that Quote, without any further signature. Submitting a Quote is the Vendor’s act of assent to that form for that Engagement. Permit.ca will give the Vendor at least 30 days’ notice before a material change to the form takes effect, and the form in effect when a Quote was submitted continues to govern any Engagement formed from that Quote.
5.7 Authority and electronic assent. Any Quote, change order, Deliverable submission, approval or acceptance made through the Vendor’s Platform account binds the Vendor, whoever at the Vendor performed it, and the Vendor is responsible for controlling access to that account. The Vendor agrees that these are valid and binding electronic acts under the Electronic Commerce Act, 2000 (Ontario), that no handwritten or separately applied electronic signature is required to form a Project Agreement, and that the Platform’s record of each act — its time, the account used, the originating IP address, and the version of each document then in force — is admissible evidence of it.
Nothing in this Section affects the Vendor’s professional obligation to seal, sign, stamp or certify Deliverables. That obligation is separate, arises under the Vendor’s own Credentials, and is unaffected by how a contract is formed.
6.1 Standard of care. The Vendor will perform 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.
6.2 The Vendor will meet the schedule in the Quote, keep the Client informed through the Platform, notify the Client promptly of any delay or issue, and respond to Client and Permit.ca communications within [5] business days.
6.3 The Vendor will submit all Deliverables through the Platform before requesting Milestone approval. Deliverables delivered outside the Platform do not count for Milestone approval or payment purposes.
6.4 Personnel and subconsultants. The Vendor will identify the individual who seals, signs, stamps or certifies each Deliverable. The Vendor may engage subconsultants without prior approval, but remains fully responsible for their work as if it were its own and will ensure each holds the credentials and insurance required for the work it performs. The Vendor will pay its subconsultants and suppliers promptly.
6.5 Records. The Vendor will keep complete records of each Engagement for at least 6 years and provide them to Permit.ca on reasonable request for Dispute Support, regulatory response or claim defence.
6.6 Cost of the Vendor’s own errors. Corrections, revisions and resubmissions arising from the Vendor’s error, omission, or failure to meet the standard of care in Section 6.1 are carried out at the Vendor’s own cost and within the agreed scope, and do not entitle the Vendor to a change order, additional fee or additional time. This is distinct from revisions arising from a change in the Client’s requirements, from inaccurate or incomplete information supplied by the Client, or from a requirement that was not reasonably foreseeable at quoting — which are dealt with as change orders under the Project Agreement.
Permit.ca charges a Platform Fee on each Engagement, calculated on Engagement Value, on the following marginal basis:
| Portion of Engagement Value | Rate |
|---|---|
| First $10,000 | 15% |
| Portion above $10,000 up to $50,000 | 10% |
| Portion above $50,000 | 5% |
Worked example: on an Engagement Value of $60,000 — 15% × $10,000 = $1,500; plus 10% × $40,000 = $4,000; plus 5% × $10,000 = $500. Total Platform Fee: $6,000.
In consideration of the Platform Fee, Permit.ca provides the Vendor with:
(a) client acquisition — marketing of the Platform, paid advertising and search placement, and origination of the Client relationships presented to the Vendor;
(b) platform infrastructure — the account, quoting, messaging, document management, permit tracking and milestone systems;
(c) payment facilitation — funded Milestones, structured release, and the instruction layer to the Payment Provider;
(d) credential verification — the checks in Section 3.4, which the Vendor would otherwise have to evidence to each Client individually;
(e) project visibility — listing, category placement, and presentation of the Vendor’s profile, portfolio and reviews; and
(f) Dispute Support — administrative review of the Project record and, where Permit.ca arranges one, independent technical review.
The Vendor acknowledges that Permit.ca incurs the cost of originating each Client relationship before any Platform Fee is earned on it, and that the covenants in Section 15 exist to protect that investment.
The Platform Fee is calculated separately for each Engagement. The tiers do not aggregate across Engagements, across Clients, across Projects, or across time. A Vendor with ten $10,000 Engagements pays 15% on each.
The Platform Fee is calculated on Engagement Value exclusive of GST/HST and exclusive of disbursements that are separately itemized in the Quote and approved by the Client at cost. It applies to change orders and additional services on the same marginal basis, treating the Engagement as a whole.
The Platform Fee is exclusive of GST/HST, which Permit.ca will charge and remit. Permit.ca will issue a compliant invoice with its GST/HST registration number.
Permit.ca may set, vary or waive the Platform Fee, including by category, on 30 days’ notice. The rate disclosed to the Vendor at the time a Quote is submitted is fixed for that Engagement and will not change for it.
On Milestone approval, Permit.ca instructs the Payment Provider to allocate the Platform Fee to Permit.ca out of the funded amount. Where it cannot be collected that way, it is payable on invoice within 15 days, and Permit.ca may set it off against any amount otherwise payable to the Vendor.
The Platform Fee is charged only on amounts actually released to the Vendor. No fee is charged, and nothing is deducted, on any portion of a Milestone that is refunded or reallocated to the Client rather than released to the Vendor. Where a Milestone is part released and part refunded, the Platform Fee is recalculated on the released portion alone.
8.1 No custody. The Client and the Vendor each hold their own wallet account with the Payment Provider, opened directly with it under its own onboarding and identity verification. Funds are held by the Payment Provider in dedicated safeguarding accounts. Permit.ca does not receive, hold, take custody of, or acquire any beneficial interest in Client or Vendor funds at any time, holds no account into which those funds are paid, does not collect or store the Vendor’s payout banking credentials, and earns no interest, rebate or other return on funds while they are held. Permit.ca has no obligation to pay the Vendor out of its own funds and is not a guarantor of any Client’s payment obligation.
8.2 Funding. A Client funds a Milestone before the Vendor begins it. Permit.ca will show the Vendor when a Milestone is funded. The Vendor should not begin a Milestone before it is funded, and does so at its own risk.
8.3 Approval and release. On Client approval of a Milestone, or on deemed approval under Section 9.5 of the Terms of Service, Permit.ca instructs the Payment Provider to allocate the funded amount to the Vendor less the Platform Fee and any Reserve, and the Payment Provider releases it for payout 7 days after approval. Permit.ca may vary this period on notice.
8.4 Reserve. Permit.ca may instruct the Payment Provider to withhold a Reserve of up to 20% of a Milestone pending delivery of final Deliverables or resolution of an open Dispute Support matter, and will instruct its release promptly once the condition is satisfied. The Reserve is a contractual mechanism between Permit.ca and the Vendor. It is not a statutory holdback under section 22 of the Construction Act (Ontario) and does not create, satisfy, substitute for or affect any statutory holdback obligation of any person.
8.5 Set-off and recovery. Permit.ca may set off against amounts otherwise payable to the Vendor: unpaid Platform Fees; refunds, chargebacks, reversals and recalls; amounts allocated to a Client through Dispute Support; liquidated damages under Section 15; and any amount the Vendor owes Permit.ca. Where recovery from future payouts is insufficient, the balance is payable on demand.
8.6 Disputed Milestones. Where a Client rejects a Milestone, funds remain held until resolved under the Terms of Service.
8.7 Payment through the Payment Provider. The Vendor acknowledges that it holds its own wallet account with the Payment Provider and that Permit.ca is not in the flow of funds and does not receive payment on the Vendor’s behalf.
A Client’s payment obligation for a Milestone is satisfied when the Client funds that Milestone with the Payment Provider. The Vendor’s recourse in respect of funded amounts is under the Vendor’s own agreement with the Payment Provider, subject to the release conditions in this Agreement. The Vendor will not pursue a Client for amounts the Client has already funded.
Nothing in this Agreement appoints Permit.ca as the Vendor’s agent for the receipt of payment or for any other purpose.
8.8 No interest. No interest accrues on held funds, and the Vendor is not entitled to interest for the period funds are held in accordance with this Agreement, except as Section 10 or applicable law requires.
9.1 The Vendor is solely responsible for charging, collecting, reporting and remitting all taxes on the Services, including GST/HST. Permit.ca does not do so on the Vendor’s behalf.
9.2 The Vendor will maintain a valid GST/HST registration where required and provide the number to Permit.ca.
9.3 CRA reporting. Like every network in Canada, Permit.ca is required by Part XX of the Income Tax Act to report each vendor’s earnings to the Canada Revenue Agency annually, and to give the vendor the same statement. The Vendor will provide and keep current its business number, GST/HST number and registered address. Permit.ca may hold payouts until they are provided. Details are in our Privacy Policy.
9.4 The Vendor will indemnify Permit.ca for any penalty, interest, assessment or cost Permit.ca incurs as a result of the Vendor providing inaccurate or incomplete information under this Section.
9.5 Permit.ca does not provide tax advice. The Vendor should obtain its own.
This Section is included because the Vendor’s Services may attract lien, trust, prompt payment and adjudication rights under the Construction Act (Ontario), and because those rights cannot be contracted out of.
10.1 No contracting out. Nothing in this Agreement, the Terms of Service, or any Project Agreement is intended to provide that the Construction Act does not apply or that remedies under it are unavailable. Any provision having that effect is void under section 4 of that Act and is severed. The Platform’s payment mechanics operate alongside the statutory regime, not in substitution for it.
10.2 Conflict. If the Platform’s payment or approval mechanics conflict with the Construction Act, the Construction Act governs.
10.3 Vendor acknowledgments. The Vendor acknowledges that:
(a) where it contracts directly with an owner, it may be a “contractor” under the Construction Act, and its invoice may be a “proper invoice” triggering the prompt payment regime;
(b) the Platform’s Milestone approval workflow is designed so that a Client’s effective rejection under the Terms of Service is delivered in a form and within the time capable of constituting a notice of non-payment, but the Vendor remains responsible for its own statutory compliance and timelines and must not rely on Permit.ca to preserve or enforce its rights;
(c) Permit.ca does not issue, receive, serve or monitor any statutory notice on the Vendor’s behalf, does not track lien preservation or perfection periods, and gives no advice on them; and
(d) amounts the Vendor receives on account of an Engagement may be trust funds for its subconsultants and suppliers, and the Vendor is responsible for its trust obligations.
10.4 Notice before enforcement. Before preserving a lien, commencing adjudication or issuing a statement of claim against a Client in respect of an Engagement, the Vendor will, where doing so will not prejudice any statutory deadline, give Permit.ca 5 business days’ written notice and use Dispute Support. Nothing in this Section prevents, delays or conditions the exercise of any statutory right where doing so would risk its loss.
10.5 Discharge on payment. On receiving payment in full for a Milestone or Engagement, the Vendor will promptly deliver any release or discharge of lien reasonably requested by the Client in respect of the amounts paid.
10.6 Permit.ca gives no advice on the application of the Construction Act to any Engagement. The Vendor should obtain its own legal advice.
11.1 Deliverables. Ownership of and rights in Deliverables are governed by the Project Agreement between the Vendor and the Client. Permit.ca claims no ownership of Deliverables.
11.2 Licence to Permit.ca. The Vendor grants Permit.ca a non-exclusive, royalty-free, worldwide licence to host, store, reproduce, transmit and display Deliverables and Quotes solely to operate the Platform, deliver them to the Client, maintain the Project record, conduct Dispute Support and technical review, and meet legal and retention obligations. This licence does not permit publication or commercial exploitation.
11.3 Profile content. The Vendor grants Permit.ca a non-exclusive, royalty-free, worldwide, sublicensable licence to use its business name, logo, profile, portfolio images and Platform reviews to operate, market and promote the Platform. The Vendor represents it holds all rights necessary to grant this, including any consent required from a client whose project appears in a portfolio image. The Vendor may withdraw portfolio and marketing use on 30 days’ notice, but reviews and the Project record survive.
11.4 Permit.ca IP. The Platform, its software, design, content, data, and the marks “Permit.ca” and associated logos are and remain Permit.ca’s property. The Vendor may state that it is “available on Permit.ca” or equivalent, using marks in accordance with Permit.ca’s brand guidelines, and will stop on termination.
11.5 Feedback. Suggestions the Vendor gives about the Platform may be used by Permit.ca freely, without obligation.
12.1 Each party will keep the other’s confidential information confidential, use it only for this Agreement, and protect it with at least reasonable care. This does not apply to information that is public other than by breach, independently developed, lawfully received from a third party, or required to be disclosed by law (with notice where permitted).
Permit.ca’s confidential information includes, without limiting the general words above: Platform Fee structures, rates, tiers, and any variation or waiver offered to the Vendor; Client lists, Client contact details and Project data; internal processes, workflows, verification criteria and Dispute Support methodology; commercial terms, volumes and performance data; unreleased features and roadmap; and any non-public tool, template, documentation or data made available through the Platform. The Vendor will not disclose any of it to a competitor of Permit.ca, and will not use it to build, fund or assist in building a competing platform.
12.2 Client personal information. The Vendor will: use Client personal information only for the Engagement; comply with PIPEDA and applicable privacy law as an independent controller of it; not use it for marketing without the Client’s separate express consent; protect it with appropriate safeguards; not transfer it outside Canada without appropriate protection; and notify Permit.ca within 24 hours of any breach affecting it.
12.3 The Vendor will not disclose the existence or terms of any Engagement, or any Client information, to any third party except as necessary to perform, as required by a regulator, or as required by law.
12.4 This Section survives termination for 5 years, and indefinitely for personal information and trade secrets.
Permit.ca represents and warrants that it has the corporate power to enter into this Agreement, and that it will operate the Platform with reasonable skill and care.
Except as expressly stated, the Platform is provided “as is”. Permit.ca makes no representation or warranty as to Project volume, quote volume, conversion, Engagement value, revenue, Client creditworthiness, Client conduct, or the accuracy of any information a Client provides.
The Vendor will indemnify, defend and hold harmless Permit.ca and its directors, officers, employees, agents and the Payment Provider from any claim, demand, action, proceeding, loss, liability, damage, fine, penalty, assessment, award and reasonable legal expense arising from or connected with:
(a) the Services, any Deliverable, or any Project Agreement, including any claim of professional negligence, breach of contract, defect, error, omission, delay, or failure to obtain a permit;
(b) any breach by the Vendor of this Agreement, the Terms of Service, any law, or any professional or regulatory obligation;
(c) any misrepresentation by the Vendor, including as to Credentials, insurance, experience or capacity;
(d) any lien, trust claim, adjudication or proceeding arising from an Engagement, other than one caused by Permit.ca’s own breach;
(e) any claim by a subconsultant, subcontractor, employee or supplier of the Vendor;
(f) any regulatory proceeding, enforcement action or penalty arising from the Vendor’s conduct, including any allegation of unlicensed practice;
(g) any breach of privacy or misuse of Client personal information by the Vendor; or
(h) the Vendor’s negligence or wilful misconduct.
Permit.ca will notify the Vendor of any claim, and the Vendor will not settle in a way that admits fault by Permit.ca or imposes an obligation on it without consent.
(a) Excluded losses. Permit.ca is not liable to the Vendor for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, business, opportunity, goodwill, anticipated savings or data — however caused and whether or not foreseeable.
(b) Cap. Permit.ca’s aggregate liability to the Vendor in respect of any Engagement is limited to the Platform Fees Permit.ca has actually received from the Vendor on that Engagement. For any claim not arising from an Engagement, Permit.ca’s aggregate liability is limited to the Platform Fees received from the Vendor in the 12 months before the claim arose.
(c) No liability for Clients, authorities or outcomes. Permit.ca is not liable for:
(d) Dispute Support. Permit.ca’s liability arising from Dispute Support, any determination, any technical review, or any failure to provide them, does not exceed the held funds in dispute.
(e) Basis of the bargain. These limits are a deliberate allocation of risk reflecting the Platform Fee, and apply even if a limited remedy fails of its essential purpose.
(f) Nothing excludes liability for fraud or for anything that cannot lawfully be excluded.
15.1 Covenant. During the term and for 24 months after the last Engagement with a Client, the Vendor will not, directly or indirectly, for services of a kind offered on the Platform, contract with, invoice, or accept payment from a Client introduced to the Vendor through the Platform, otherwise than through the Platform.
15.2 Carve-outs. Section 15.1 does not apply where:
(a) the Vendor had a documented pre-existing relationship with that Client before the introduction, evidenced by records predating it;
(b) the Client independently approached the Vendor through a channel unrelated to the Platform and the Vendor can demonstrate this;
(c) the services are of a kind not offered on the Platform;
(d) Permit.ca has consented in writing;
(e) Permit.ca has terminated this Agreement other than for the Vendor’s breach, or has ceased to operate the Platform or to cover the relevant category or area; or
(f) the Vendor pays Permit.ca the Platform Fee that would have applied.
15.3 Solicitation. The Vendor will not use the Platform, or Client information obtained through it, to solicit a Client to transact off-Platform, and will not offer a discount, incentive or alternative payment arrangement conditional on doing so.
15.4 Consequences of breach.
(a) Liquidated sum. On breach of 15.1 or 15.3, the Vendor will pay Permit.ca twice the Platform Fee that would have been payable on the off-Platform engagement, calculated under Section 7, plus the Platform Fee that would have been payable on every further engagement with that Client during the restricted period.
(b) Why that is a genuine pre-estimate, not a penalty. Permit.ca’s loss is not one fee. It is the client relationship it paid to acquire, which would ordinarily have produced repeat engagements, and the fact that most circumvention is never detected — so a remedy limited to the single fee on the one instance that is discovered would systematically under-compensate. The parties have set the multiple with that in mind and agree it is a genuine pre-estimate of Permit.ca’s actual loss.
(c) Election. Permit.ca may recover either the amount in (a) or its actual proven damages, at its election — not both.
(d) Other consequences, which are not damages. Permit.ca may also suspend or remove the Vendor, apply any Reserve or amount otherwise payable against what is owed, and seek injunctive relief. Nothing in this Section limits Permit.ca’s right to terminate under Section 17.
15.5 Reasonableness. The parties agree the duration and scope are reasonable and no wider than necessary to protect Permit.ca’s legitimate interest in the client relationships it has paid to originate. Nothing in this Section restricts the Vendor’s right to practise its profession, to serve clients obtained by other means, to use any other platform, or to compete with Permit.ca. The Vendor acknowledges the consideration set out in Section 7.2, and in particular that Permit.ca bears the cost of originating each Client relationship before earning anything on it.
15.6 Consumers. Where a Client is an individual acting for personal, family or household purposes, this Section binds only the Vendor. It imposes no obligation on the Client, who remains free to engage any professional on any terms.
16.1 Permit.ca may publish Client reviews of the Vendor. Reviews are the Client’s own statements. Permit.ca does not verify, adopt or endorse them, and is not liable to the Vendor for their content, for any effect on the Vendor’s reputation or business, or for their retention.
16.2 The Vendor may post a factual response. Permit.ca will remove or amend a review that breaches its content policy, is demonstrably false as to a matter of fact, or is not from a genuine Client.
16.3 The Vendor will not solicit, incentivize, condition or retaliate in respect of a review, and will not ask any Client to withdraw, amend or refrain from one — including as a term of any settlement or refund.
17.1 Term. This Agreement begins on the Effective Date and continues until terminated.
17.2 Termination for convenience. Either party may terminate on 30 days’ written notice. Termination does not affect Engagements already formed, which continue to completion under Sections 8, 9, 10, 12, 14 and 15.
17.3 Immediate suspension or termination by Permit.ca. Permit.ca may suspend the Vendor’s access, remove it from the Platform, or terminate immediately if:
(a) any Credential lapses, is suspended, restricted or revoked, or required insurance lapses;
(b) the Vendor materially breaches this Agreement, or breaches any provision and fails to cure within 10 days of notice;
(c) the Vendor has misrepresented anything material;
(d) the Vendor becomes insolvent;
(e) the Vendor’s conduct exposes a Client, Permit.ca or the Platform to material risk, including a pattern of non-performance, non-communication, scope disputes or negative outcomes;
(f) a regulator commences a proceeding relating to the Vendor’s fitness to practise; or
(g) Permit.ca is required to by law or by a regulator.
17.4 Effect. On suspension or termination, the Vendor’s listing is withdrawn, it may not submit new Quotes, and — unless Permit.ca directs otherwise — it must complete Engagements already funded or in progress. Permit.ca may allocate held funds under Dispute Support, apply set-off, and hold a Reserve for [90] days against reversals and claims.
17.5 Orderly transition. Where an Engagement cannot be completed, the Vendor will co-operate in an orderly transition, including delivering work in progress (sealed or clearly marked as not for construction, as professional obligations require) and transferring municipal files, subject to payment for work properly performed.
17.6 Notice and review. Except where immediate action is needed, Permit.ca will give the Vendor written reasons for suspension or removal and a reasonable opportunity to respond. Permit.ca’s decision is final as to Platform access. Nothing in this Section limits any other remedy.
17.7 Recording and disclosing the Vendor’s conduct. Permit.ca may keep a permanent record of the Vendor’s conduct on the Platform — including performance, disputes, claims, credential or insurance lapses, suspension or removal and the reasons for it — and may rely on that record indefinitely, including to refuse the Vendor, or any business substantially controlled by the same people, future access to the Platform.
Permit.ca may disclose factual information from that record where it reasonably considers it appropriate: to a Client whose Project is or was affected; to the applicable regulator, insurer or law enforcement; to another Permit.ca user considering engaging the Vendor; to a person who asks Permit.ca about the Vendor; and to its own advisors, investors or acquirers.
The Vendor consents to that disclosure and will not bring any claim against Permit.ca in respect of it, provided the disclosure is of factual information and is made in good faith. Nothing in this Section permits Permit.ca to publish a statement it knows to be false.
17.8 Survival. Sections 2, 3.3(d), 6.5, 8.5, 9, 10, 11, 12, 14, 15, 16, 17.4, 17.5, 17.7, 18 and 19 survive.
18.1 The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives within 30 days of written notice.
18.2 Arbitration. Failing resolution, any dispute arising out of or in connection with this Agreement 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. The award is final and binding. The arbitrator may not consolidate claims or preside over a class or representative proceeding. Each party bears its own costs unless the arbitrator orders otherwise.
18.3 Exceptions. Either party may seek injunctive or other interim relief from a court, and either may bring a claim within Small Claims Court jurisdiction in that court.
18.4 Nothing in this Section limits any party’s rights under the Construction Act as against a Client, or any regulator’s jurisdiction.
18.5 Governing law. Ontario law and the federal laws of Canada applicable in it. The parties attorn to the courts of Ontario for matters not subject to arbitration.
19.1 Entire agreement. This Agreement, its Schedules, the Terms of Service and the Privacy Policy are the entire agreement between the parties on their subject matter and supersede all prior discussions and representations. Order of precedence: (1) this Agreement; (2) the Terms of Service; (3) the Privacy Policy; (4) Platform policies.
19.2 Amendment. Permit.ca may amend this Agreement on 30 days’ written notice. If the Vendor does not accept an amendment, its sole remedy is to terminate under 17.2 before it takes effect; continued use after that date is acceptance. Amendments do not apply to Engagements already formed, except as required by law.
19.3 Assignment. The Vendor may not assign without consent. Permit.ca may assign to an affiliate or in connection with a merger, financing, reorganization or sale of assets.
19.4 Notices. In writing, by email to the addresses on record, or by registered mail to the addresses above. Email notice is effective on the next business day.
19.5 Severability. An unenforceable provision is severed or read down to the minimum extent necessary; the rest continues.
19.6 No waiver. A failure or delay in enforcing is not a waiver.
19.7 Further assurances. Each party will do what is reasonably necessary to give effect to this Agreement.
19.8 Third-party beneficiaries. Permit.ca’s directors, officers, employees and agents and the Payment Provider may enforce Sections 12 and 14.
19.9 Counterparts and electronic signature. This Agreement may be executed in counterparts and by electronic signature, each of which is an original, and the parties consent to electronic execution and delivery under the Electronic Commerce Act, 2000 (Ontario).
19.10 Language. English. Les parties ont exigé que la présente convention soit rédigée en anglais.
2570211 Ontario Inc. o/a PERMIT.CA
Per: ______________________________
Name:
Title:
I have authority to bind the corporation.
Date:
[VENDOR LEGAL NAME]
Per: ______________________________
Name:
Title:
I have authority to bind the [corporation / partnership / business].
Date:
| Item | Detail |
|---|---|
| Disciplines / categories approved | |
| Individual licence(s) and number(s) | |
| Firm authorization (C of A / C of P / BCIN / other) and number | |
| Regulator(s) | |
| Designated licence holder assuming professional responsibility | |
| Service area(s) | |
| Business number | |
| GST/HST number |
Disciplinary, enforcement, regulatory or claims history required to be disclosed under Section 3.1(c). State “None” if none.
Attach current certificates. Renewals to be provided on each renewal date.
