The following Terms of Service define the professional relationship, legal obligations, and operational standards between the Client and Sinitski Structural Engineering Ltd. (SSEL).
These terms are established for our mutual protection and benefit. While they protect the intellectual property and professional interests of SSEL, they serve the Client by providing a transparent framework for project fees, clear accountability for site conduct, and a predictable structure for liability and risk management. By codifying these standards, we ensure that both parties share a unified understanding of the project’s scope and expectations, fostering a collaborative environment built on clarity and professional integrity.
- Standard of Care SSEL shall perform the Services under this Agreement with the degree of care, skill, and diligence normally expected of a competent professional engineer performing work of a similar nature and scope in the Province of Ontario.
- Provision of Information The Client shall provide to SSEL, at no cost and in a timely manner, all information and data relevant to the Services. The Client warrants that all provided information complies with applicable laws, including Copyright, and shall identify any third-party proprietary rights. SSEL is entitled to rely upon the accuracy and completeness of all information furnished by the Client or the Client’s other consultants, regardless of how those consultants were engaged.
- Variations to Services The Client may request variations to the scope of Services in writing. If SSEL determines that a direction from the Client or a change in project circumstances constitutes a “Variation,” SSEL shall notify the Client as soon as practicable. Work on Variations will be billed at SSEL’s prevailing hourly rates unless otherwise agreed in writing.
- Site Documentation and Photography SSEL reserves the right to take photographs, video, and digital measurements during all site visits. These records are essential for technical documentation, quality assurance, and professional record-keeping. Unless specifically notified otherwise by the Client in writing prior to a site visit, SSEL reserves the right to use non-identifying project images (which do not disclose sensitive personal or proprietary Client data) for purposes of advertising, social media, marketing, and internal professional development.
- Suspension and Termination Either party may suspend or terminate this Agreement via written notice. Upon suspension/termination, the Client shall pay for all Services rendered and expenses incurred to the date of notice. The parties acknowledge that the primary product of this Agreement is SSEL’s professional time; therefore, SSEL is entitled to compensation for all time spent on the project, regardless of whether a physical or electronic deliverable has been issued.
- Basis of Liability SSEL is liable only for reasonably foreseeable damages caused directly by a breach of this Agreement or negligent acts, errors, or omissions of SSEL’s officers or employees. SSEL shall not be liable for any indirect, consequential, or special losses, including but not limited to loss of profit or loss of use, however arising.
- Expenses and Disbursements Incidental goods and services required for the performance of the project will be billed as disbursements at cost plus a 10% administrative surcharge. Vehicle travel will be billed in accordance with the vehicle allowance rates published by the CRA, presently set to $0.73/km. To cover administrative overhead, invoices totaling between $500.00 and $1,000.00 may carry a $50.00 fee, and invoices exceeding $1,000.00 may carry a $100.00 fee. The aforementioned administrative fees may be applied at SSEL’s sole discretion. The Client acknowledges that unknowns may arise during a project, and any resulting increase in scope will be billable to the Client.
- Limitation of Liability The maximum aggregate liability of SSEL for all claims, whether in contract or tort, shall be limited to five (5) times the professional fee (exclusive of HST and disbursements), up to a maximum limit of the lesser of: the cost of correction, the cost of original construction, or $250,000 CAD.
- Professional Liability Insurance SSEL maintains professional liability (Errors and Omissions) insurance at levels it deems prudent. Evidence of coverage is available for Client inspection upon request. Should the Client require higher limits of coverage for a specific project, SSEL will assist in obtaining such insurance at the Client’s sole expense. The Client agrees to the limitations of liability herein as a condition of engagement.
- Indemnification (1) Each party shall indemnify the other from claims and losses arising from their respective negligent acts or the negligence of their employees or agents. (2) The Client further agrees to indemnify and defend SSEL and SSEL’s sub-consultants against all claims, liability, and defense costs related to the presence, discharge, or release of contaminants or hazardous materials at the project site.
- Proportional Liability If both parties (or a third party) are found to have contributed to a loss, SSEL shall only be liable for the specific portion of the loss directly attributable to SSEL’s own contribution.
- Fees and Work Product The Client shall pay the fees and expenses as outlined in the project proposal. Where an agent enters this Agreement on behalf of a Client, both the agent and Client are jointly and severally liable for payment. SSEL policy requires full payment of accounts before an Engineer’s Stamp is affixed to any work product (drawings, reports, etc.); any exceptions require Board of Directors approval.
- Payment Terms and Defaults Invoices are payable upon receipt. Accounts are considered in good standing if paid within twenty-eight (28) working days. Late payment shall constitute a default, and the Client shall pay default interest on overdue amounts from the date payment falls due to the date of payment at the rate of SSEL’s overdraft rate plus 2% and in addition the costs of any actions taken by SSEL to recover the debt. For accounts outstanding beyond 28 working days, SSEL reserves the right to require a retainer before continuing with services.
- Third-Party Use All reports, drawings, and communications are prepared for the exclusive use of the Client. Any reliance upon or use of these products by a third party is the sole responsibility of that third party. No SSEL work product shall be made or distributed in absence of an accompanying copy of this statement as to the limitation of SSEL’s liability.
- Intellectual Property All intellectual property created by SSEL during the project (“New IP”) remains the sole property of SSEL. The Client is granted a non-transferable, non-exclusive license to use the New IP in perpetuity for the specific project site intended. The Client shall not sell, license, or profit from SSEL’s Intellectual Property.
- Electronic Files and Calculations SSEL provides deliverables in finalized, non-editable formats (typically signed and sealed PDF). Raw electronic files (including but not limited to CAD, BIM, or 3D models) and internal engineering calculations performed during the course of the work are considered SSEL’s proprietary Instruments of Service and are not provided to the Client or third parties. Any request for such files is at the sole discretion of SSEL and may be subject to additional fees and a separate release-of-liability agreement.
- Agency, Control, and Coordination SSEL is an independent contractor and does not assume the legal obligations of the Client’s Agent or “control of the workplace.” Unless specifically contracted for project coordination, SSEL’s role is limited to structural design as a sub-consultant. Coordination of all disciplines (Architectural, Mechanical, etc.) is the responsibility of the Lead Designer. If the Client engages SSEL directly as the Prime Consultant, an additional coordination fee of 15% of the total project fee shall apply.
- Design Implementation SSEL assumes that provided Architectural drawings have incorporated all specialist input. Revisions required due to changes in the Architectural design or unforeseen construction site conditions after the issuance of sealed drawings will be billed at hourly rates.
- Use of Artificial Intelligence (AI) SSEL uses AI only as a support tool for document preparation and administrative tasks, never for engineering judgment. All deliverables represent genuine human professional expertise. If the Client uses AI tools to interpret or summarize SSEL’s work product, they do so at their own risk. Any support time required by SSEL to address errors or misinterpretations caused by the Client’s use of AI will be billed at SSEL’s then-prevailing forensic engineering Principal Engineer hourly rate, with a one-hour minimum charge.
- Governing Law This Agreement is governed by the laws of Ontario and the federal laws of Canada. The parties attorn to the exclusive jurisdiction of the Superior Court of Ontario. All financial amounts are in Canadian Dollars. If any clause is found to be invalid, the remainder of the Agreement remains in effect.
- Succession and Assignment This Agreement is binding upon the parties and their successors and assigns. Neither party may assign this Agreement without the prior written consent of the other.