1. Key Terms
The Service Provider shall provide the following services ("Services") to the Buyer in accordance with the terms and conditions of this Agreement.
a. “Monthly Ongoing Standard Services”, as described in Appendix B;
b. Optional additional services, many of which as described in Appendix C;
c. An initial setup of services, customized as applicable to the Buyer’s requirements; details are provided in Appendix A.
1.2 Delivery of the Services
Start date: The Service Provider shall commence the provision of the Services when the agreement is signed for an initial period of 12 months. After the initial 12 month period, the contract shall by default renew on a month-by-month basis, until terminated by either party. b. Completion date: The Service Provider shall complete/cease to provide services thirty (30) days after the formal notice is provided via letter mail.
1.3 Worksite Visits
The Service Provider shall typically provide the Services remotely. If worksite or local services are required, the applicable rate as per Section 1.4 will be applicable, plus all applicable expenses.
All prices quoted in this contract are exclusive of applicable taxes. As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services is based on a monthly package structure all service packages.
1. The Buyer agrees to pay the Price to the Service Provider for standard monthly services as well as any additional services and expenses. The “Worker” portion of the monthly fee billing is not pro-rated at any time.
2. The Service Provider shall invoice the Buyer on the last day of the month for all subscription services provided for that calendar month. Any additional billing for Remote General Administration, Remote Safety Consultation or On-Site Consultation or additional incurred expenses shall be substantiated with the appropriate documentation. This will be paid through the system prior to the execution of the work.
3. The Buyer shall be automatically billed for such invoices of their receipt from the Service Provider.
4. The method of payment of the Price by the Buyer to the Service Provider shall be by credit card or a Credit debit Card. Any charges payable under this Agreement are exclusive of any applicable taxes, tariffs, surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Buyer under this agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable hereunder.
2.1 Intellectual Property Rights
The Service Provider does not grant to the Buyer a license to use, copy and modify any elements of the Material not specifically created for the Buyer as part of the Services. In respect of the Material specifically created for the Buyer as part of the Services, the Service Provider assigns the full title guarantee to the Buyer and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished.
The Service Provider represents and warrants that it will perform the Services with reasonable care and skill.
2.3 Limitation of liability
1. Subject to the Buyer’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.
2. To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
3. Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.
4. The Service Provider will supply, at the Buyer's request, the appropriate proof of workers' compensation and insurance coverage.
2.4 Term and Termination
1. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date.
2. Either Party may terminate this Agreement upon notice in writing if: the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
3. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
4. If the company work party has selected a 1-year contract pricing and chooses to terminate prior to the end of the 1-year term. they will be charged the remainder of the term in full.
2.5 Relationship of the Parties
The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient. The Service Provider will not share private documents and records from the Buyer with any other party.
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first-class post, facsimile transmission to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by: • first class post, 2 days from the date of posting; • hand on the date of such delivery or transmission.
1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.
3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the written consent of the other Party. Any intention as such will required written notice to be provided to the other party.
4. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
5. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect thereto.
6. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
7. This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration. This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
Appendix A: Initial Setup
This summary details the elements which are covered within the “Initial Setup” aspect of the service contract:
- Setup the Safety Software.
- Perform an HSE Gap Analysis for the company within the Safety software.
- Provide a basic safety manual, as needed for company operations.
- Install all employees into the Safety software, using the information provided initially by the company during the setup period.
Appendix B: Monthly Maintenance
- Paid for as-needed services as outlined in the pricing table.
- No other maintenance, this is a software self-service option.
Pro / Strategic Package:
Our team will meet with you every month for 2/ 8 hours to discuss the following. This summary details the elements which are covered by the “Monthly Maintenance” aspect of the service contract:
- Checklist of required records to be completed by management and employees e.g. inspections, hazard assessments, safety meetings, etc.
- Record keeping of required documents
- Verification of acknowledgments
- Advice and guide company management so that they meet their own as well as regulatory/legal standards requirements. Please note Training and competency program development/management is a separate program.
- Initial setup is covered.
- All company HSE documentation will be uploaded and categorized, accessible.
- All documentation and policies needed to meet basic HSE standards will be provided if needed.
- Any additional policies beyond the basic HSE requirements will be created upon agreement with the client at a charge of creating them.
- All employees will be uploaded and accessible.
Employee Ticket Tracking:
- Upload all relevant basic HSE certifications.
- Basic training matrix setup
- Arrange for notifications to management for missing expiring tickets
- Appropriate setup of industry codes
- Oversight of rates sheets and premiums
- Review of WCB injuries and claim costs Incident Tracking:
- Store and catalogue all incident reports
- Manage incident stats
- Ensure follow-up on corrective actions.
SECOR/COR audit prep:
- Ensure that all corrective actions from the previous audits are tracked and addressed prior to the next audit cycle.
- Ensure paperwork is collected as per audit requirements (e.g. safety meetings, inspections, hazard assessments, reports)
- Audit timelines management and auditor selection
- Pre-audit setup
- Audit gap analysis
- The audit is not covered in this package and will be quoted if requested
Standard HSE Manual & Updating:
- Provide you, as applicable, with a HSE manual that covers all 10 core required elements, as per SECOR or COR standard.
- Manual will be tailored to the standard requirements of your industry. e.g. residential construction (roofing or scaffolding, etc.).
- Update all parts of that manual, as per legislative or regulatory requirements
- Includes basic SWPs and policies.
Company-specific SWPs/SJPs/JSAs/Policies/Procedures and similar shall be provided by the client. If Specifica are required. the client will be required to pay for those services.
- Telephone and email advice to clients, as required.
- Critical Incident Advice
Appendix C: List of Additional Services
This summary details some of the additional which are not covered by the “Monthly Maintenance” or “Initial Setup” aspect of the service contract. Please note that this is not an exhaustive list.
- Training on the use of the safety software for company users over and above company roll out
- Any additional policies beyond the basic HSE requirements will be created upon agreement with client
- Manage booking of employees for training/certs
- Onboarding of new employees/Closeout of past employees
- Development of custom training matrix, competency programs and similar
- Claims Management and Return to Work: Management of WCB claims with the adjuster, RTW programs
- Investigation and corrective actions plans
- Filing reports with government agencies e.g. WCB
- Additional HSE manual elements which are custom to your particular industry, or as per client requirements
- Company-specific SJPs/JSAs/SWPs/Policies must be provided by the client
- Training on JSAs, Safety Meeting management, supervisor training
- SECOR/COR corrective action item completion
- Completion of Audit Gap Analysis items (which are outside the scope of our standard services)
- Other professional services
- Refer to the services sheet and request pricing.