General Terms and conditions
Canada

All services performed and products supplied by Metergy Solutions Inc. (“Metergy”) are subject to the following terms and conditions, whether detailed in a quote, proposal, purchase order, invoice, or any other form of communication or agreement (“Proposals”).

‍1. PRECEDENCE

‍In the event of any conflict or inconsistency between these terms and conditions and any other agreements, whether oral or written, these terms and conditions shall take precedence. This includes but is not limited to all previous Proposals, except where a duly executed agreement governing the delivery of the specific products and/or services is in force between the parties, in which case such agreements remain in place and in the event of any inconsistency or conflict between such agreement and these terms and conditions, the duly signed agreement will prevail.

‍2. CLIENT DEFINITION

‍The term “Client” shall include the Client named on the Proposal and/or any other entities, acting as a group, for which the intended services of these terms and conditions are provided.  Any reference to the Client shall refer to all parties included in the group.

‍3. PROPOSALS

‍Any drawings, specifications, notes or other data attached to any Proposal furnished by Metergy shall be deemed to be part hereof. Proposals furnished by Metergy are deemed accepted by the Client on the earlier of (i) receipt by Metergy of Client’s written confirmation of the Proposal, based on all the terms and conditions stated herein, without qualification, and (ii) the date on which Metergy begins performance of and Client accepts the work. All Proposals shall expire thirty (30) days from the date of issuance unless otherwise stated in the specific Proposal. All Proposals that include time or manpower support are presented only as an estimate of the amount of time required and are based upon information available to Metergy and provided by the Client at the time of the Proposal; such estimates do not constitute a guarantee that the required service or product will be delivered within the stated time period or at the stated cost. All prices and fees are quoted exclusive of any sales, use or other taxes unless explicitly stated on the Proposal. Any such taxes are solely the responsibility of the Client.

Where the Proposal includes development by Metergy of a submetering design package, such package is intended to communicate high level submetering requirements only and does not include preparing detailed engineering drawings for tender or construction unless expressly stated in the Proposal.

Any changes to the scope of work described in a Proposal must be agreed to in writing by both parties. Metergy reserves the right to adjust pricing and timelines for any changes to the original scope of work.

‍4. CLIENT OBLIGATIONS

‍The Client shall cooperate with Metergy in order that Metergy may properly perform the work, including, without limitation, providing ready access to meter installations and providing up-to-date information regarding the meters and residents, as necessary. Client agrees that all installation locations and methods of installation will be at the sole discretion of Metergy technicians, if installation is included.
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The Proposal assumes that electrical circuits/wiring, plumbing distribution and HVAC distribution are as shown on any drawings provided by Client. Unless explicitly stated in the Proposal, the scope does not include tracing electrical circuits/wiring and/or pipes; if required, this work must be performed by Client's base building electrical and mechanical contractors

All site work will be arranged with the primary contact at the property. If the prior arranged work is unable to be completed due to a lack of access or cooperation from those onsite, the visit will be rescheduled and Client will be charged for the same day cancellation of services.

Costs for security escorts, if required, are excluded from quoted prices and will be billed separately. Unless explicitly included in the Proposal, individual meters shall be priced separately and billed to the Client for meter material, project management and any labour.
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For meter reading and billing services, the Client acknowledges that commencement and continuation of billing services is contingent upon Client providing certain data to Metergy, as Metergy requests. The Client further acknowledges that Metergy bases the calculation of tenant utility charges solely upon information provided by Client and the information readily apparent on the meter equipment, without investigation by Metergy.  Metergy assumes no responsibility for inaccurate charges based upon (i) information provided by the owner of the property or (ii) meter information not readily observable.

‍5. METERGY’S STANDARD OF CARE

‍For all services, Metergy’s sole responsibility is to perform the services in a professional and workmanlike manner, consistent with services performed by other companies performing similar services, subject to Client budget and other factors which impact upon the services.

‍6. SUBCONTRACTORS
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Metergy may utilize appropriately trained and experienced subcontractors without any further specific consent by the Client, provided that such subcontractors remain under supervision of Metergy personnel.

‍7. PAYMENT

‍Unless otherwise stated on the applicable invoice, all invoices are due not later than 30 days from the date of the invoice. Unless otherwise stated on the invoice, overdue invoices bear interest at a rate of 2% per month, compounded monthly, (equivalent to 26.8% per annum) from the date of invoice. Payment by credit card may incur an additional 3% surcharge to help offset merchant fees. Title to the product (excluding any software components of the product or intellectual property rights) shall pass to the Client upon payment in full by Client for the product; provided however, that title to any software components of the product and all intellectual property rights therein shall at all times remain with Metergy or its licensors.

Metergy may suspend performance of services if Client fails to make payment when due, and such suspension shall continue until all outstanding amounts are paid in full. Client shall be responsible for any additional costs incurred due to such suspension.

‍8. LIMITATION OF LIABILITY

‍In no event shall Metergy, or its officers, directors, employees or agents be liable to the Client or any other party for any lost profits or for any indirect, incidental, consequential, punitive or other special damages suffered by Client arising out of or related to the services or products contemplated by these terms and conditions, even if Metergy or any of its respective officers, directors, employees or agents has been advised of the possibility of such damages.  In no event will the total liability to the Client exceed the sum paid to Metergy by the Client for the products or services which gave rise to the liability. Unless otherwise required by applicable law, in no event shall the Client bring a claim directly against any of Metergy’s suppliers or any of its respective officers, directors, employees or agents directly in connection with the services or products contemplated by these terms and conditions.

‍9. INDEMNIFICATION

‍Client agrees to indemnify and hold harmless Metergy and its officers, directors, employees, consultants, shareholders, contractors, successors and assigns, from and against any and all liability, damages, costs and expenses of any kind, including reasonable attorneys’ fees, resulting from acts of Client and/or residents, employees or agents directly or indirectly arising out of, or in any way connected to, the work which are alleged or are found to be negligent, grossly negligent, reckless, and/or constitute fraud or the commission of a felony, which shall include any third-party claims.

‍10. DISCLAIMER

‍METERGY MAKES NO WARRANTY AND DISCLAIMS ALL REPRESENTATIONS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN FACT OR BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE OF THE PRODUCTS OR SERVICES, OR ON ANY PARTS OR COMPONENTS OR LABOUR FURNISHED AS PART OF THE SALE AND/OR SERVICES. METERGY MAKES NO WARRANTY AND DISCLAIMS ALL REPRESENTATIONS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN FACT OR BY OPERATION OF LAW OR OTHERWISE AS TO THE AVAILABILITY OR RESPONSE TIME OF THE SERVICE, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET THE CLIENT’S REQUIREMENTS.

‍11. FORCE MAJEURE

‍Metergy shall not be liable for default or delay in performance if caused, directly or indirectly, by acts of God; war; force of arms; fire; the elements; epidemic; pandemic; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion; accidents; any governmental action, acts or omissions of third parties, prohibition or regulation; delay in transportation facilities; shortage or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the products covered hereby; or from any cause whatsoever beyond Metergy’s control, whether or not such cause be similar or dissimilar to those enumerated. Metergy shall use reasonable efforts to promptly notify the Client of the happening of any such contingency and of the contemplated effect thereof on the manufacture and delivery of the products and services.

‍12. SUCCESSORS AND ASSIGNS

‍These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

‍13. MODIFICATION; ENTIRE AGREEMENT

‍These terms and conditions may not be modified, varied, supplemented or amended in any respect except in writing executed by all parties hereto. These terms and conditions express the entire agreement and understanding between the parties with respect to the subject matter hereof.

‍14. SEVERABILITY

‍In the event that any word, phrase, clause, sentence or other provision hereof shall violate any applicable statute, ordinance, or rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof.

‍15. GOVERNING LAW; VENUE; JURISDICTION

‍These terms and conditions and the sale of any products and services hereunder shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, for the resolution of any dispute, claim, or proceeding arising out of or relating to these terms and conditions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY SUCH SUIT, ACTION OR PROCEEDING.