The Agreement and the parties

​

The letter of engagement (“Letter”) and any appendices and any subsequent changes subject to clause 2.4 as well as these Terms of Engagement collectively constitute the agreement (“the Agreement”) between the client and HSE International Group Limited.

​

The parties to the Agreement shall be HSE International Group Limited and the client, and neither may assign or transfer rights or obligations under the Agreement or part of such Agreement to any other party without prior written approval by the other party.

​

We will use reasonable efforts to ensure that our Representatives named in the Letter provide the Services. However, we may replace or reassign any Representative at any time with a Representative of similar skill. When another Representative assists in providing the service, HSE International Group Limited shall be responsible for such service in all respects. The client’s contractual arrangement is with HSE International only, which has committed itself in relation to the client to providing the service agreed.

​

When entering into the Agreement with HSE International Group Limited, the client shall accept that in case of any disagreement between HSE International Group Limited and the client about the Agreement entered into or the service provided under such Agreement, the client may only advance a claim or take legal steps against HSE International Group Limited.

​

HSE International Group Limited (“HSE International”), which is a Canadian private company limited by guarantee and its network of respective affiliates and representatives as well as the partners, management, owners, directors, managers, employees, subcontractors and agents of all such entities operating under the names of “HSE International” or other related names. 

​

In the event of any inconsistencies between the terms stated in the Letter of Engagement and these Terms of Engagement, the Letter of Engagement shall supersede the Terms of Engagement.

​

The client’s indication of special terms in tender documents, orders or in their own terms of engagement shall not be considered a departure from the Agreement and the terms below unless HSE International has accepted such special terms in writing.

​

HSE International are engaged as an independent contractor. Neither HSE International or the client is an agent or representative of or has the authority to bind the other. The Agreement is not intended to constitute a partnership, agency, employment, joint venture, or fiduciary relationship between HSE International or the client.

​

Scope and performance of the engagement

The service provided by HSE International (“the service”) is described in the Letter of Engagement.

​

Except as expressly agreed in writing before providing a particular service, the services do not include:

a.  advice regarding the risk management treatment of any task or process;

b.  any opinion on the achievability of prospective health, safety, environment, or risk information;

c.  legal advice or legal due diligence services;

d.  detection of fraud or misrepresentation (and accordingly we do not accept responsibility for detecting fraud or misrepresentation

     whether by directors, management, staff, or external parties); or

e.  the use by you of our address for any business purpose (including as a registered office).

​

HSE International will endeavour to provide the service in accordance with any schedule prearranged between the parties. Unless the client and HSE International specifically and in writing have agreed on a final time of delivery, all dates stated by HSE International, for example in the Letter of Engagement, shall be estimates only.

​​

HSE International shall not be obliged to update recommendations, conclusions, reports, presentations or other products, either orally or in writing, once these records have been handed over in their final form to the client.

​

Any increase or reduction in the scope of the service arranged shall be agreed to in writing by the parties. Any such work as HSE International may perform in relation to the change in the scope of the engagement shall be governed by the Agreement and the terms therein, however, subject to any adjustment of HSE International’s fees and the schedule.

​​​

Co-operation

The parties shall keep each other informed about any material circumstances relating to the performance of the engagement.

​​​

The client shall appoint a qualified person to make decisions at management level with respect to the Agreement.

​

The client shall co-operate in good faith with HSE International in performing the engagement, and this shall include timely arrangements for HSE International’s access to all of the client’s data, information and staff as is necessary for providing the service agreed, and inform HSE International immediately of any proposals, developments or other circumstances or issues which in the opinion of the client are material to HSE International’s performance of the engagement and HSE International’s provision of the service agreed.

​​​​​​

Confidentiality

The parties shall be under a mutual duty to safeguard the confidentiality of all material, records and information about the other party as well as all information received from the other party in connection with the performance of the engagement.

​

This stipulation on confidentiality shall not apply to material, records and information (i) which are known to the public, (ii) with which the recipient is already familiar, (iii) which have been passed on by any third parties without restrictions, (iv) which have been developed separately, (v) which have been disclosed pursuant to a legal requirement or a court order or (vi) where reporting would be required under applicable laws relating to mandatory reporting of cross-border tax arrangements, including local laws implementing mandatory disclosure rules (MDR), or equivalent.

​

Irrespective of the stipulation stated in clause 4.1., HSE International shall be entitled to pass on the client’s confidential information and material to relevant third parties assisting in the provision of the service or when this is necessary in order to attend to the client’s interests.

​

Neither the client nor HSE International shall mention the other party or the service in public without such party’s prior written consent.

​

After the time of delivery of the service, HSE International shall be entitled to refer to the client and the engagement in good faith by using the name and logo of the client, for example, when submitting proposals or presentations, or during training, unless the client explicitly so forbids.

​

HSE International may retain copies of documents and files provided by the client in connection with the services for the purposes of compliance with professional standards and internal retention policies, subject to the obligations of confidentiality set out in this clause. Any documents and files retained by HSE International on completion of the services (including documents legally belonging to the client) may routinely be destroyed in accordance with HSE International policies applying from time to time.

​​

Personal data

This clause 5 is not applicable when HSE International is a data processor on behalf of the client, in which case the data processing will be governed by a specific data processing agreement between the parties.

​

HSE International respects its clients’ expectations of privacy and confidentiality. Accordingly, HSE International collects and processes personal data in accordance with applicable legislation, including, but not limited to the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) and any relevant legislation.

​

HSE International uses data processors as suppliers to store and process personal data received from the client or its representatives or other sources. Furthermore, HSE International discloses personal data to other relevant third parties assisting with the provision of the service or when this is necessary in order to attend to the client’s interests and/or to deliver the services as agreed.

​

​When the client provides HSE International with personal data on a third party, it is the responsibility of the client to ensure that the client is entitled to disclose such personal data to HSE International.

​​

Our privacy notice to individuals, with whom HSE International has no direct contact, e.g. the client’s employees, clients and other relations. As a client, you should refer your employees, clients and other relations to this privacy notice.

​​​

Electronic communication

​

Unless otherwise stipulated in the Agreement, both parties shall agree to use electronic communication through such means as e-mailing of all documents and messages of relevance to this Agreement.

​

The parties shall accept that electronic communication is neither safe nor stable and that data may be destroyed, that messages will not always be delivered immediately (if at all) or be brought to the knowledge of third parties. For sensitive documents and messages, HSE International also provides a encrypted file transfer portal that client's may use as needed. 

​

Electronic communications are prone to contamination by computer viruses. Each party shall be responsible for protecting their own systems and interests. HSE International shall not be responsible to the client for any loss or damage in any way arising from HSE International’s use of the Internet or the client’s network, applications, electronic data or other system.

​​

Conflict of interest

It is the practice of HSE International to check for conflicts of interest before accepting an engagement. HSE International provides many different professional services to clients, and HSE International cannot guarantee prompt identification of all situations in which a conflict with the client’s interests may exist, although HSE International will make a reasonable effort to do so.

​

Should the client be or become aware of possible conflicts of interests that may affect the engagement, HSE International urges that the client notify HSE International thereof without undue delay.

​

If a potential or actual conflict of interest has been identified, and HSE International believes that the interests of the client may be adequately safeguarded through the implementation of relevant procedures, HSE International will discuss and agree such procedures with the client.

​​​​​​​​​

Fees, expenses and terms of payment

HSE International fees for performing an engagement shall be calculated in accordance with the Letter of Engagement.

If, prior to commencement of the work, no arrangement has been made with the client about the fee to be charged, the fee shall be charged on a time basis using the hourly rates fixed at any time relating to those partners and employees who performed the engagement.

​

Any fee specified by HSE International upon formation of the Agreement shall reflect an estimate based on the assumptions stated by the parties in the Letter of Engagement. As a consequence, even though a fixed fee has been agreed for the service, HSE International shall in the following situations be entitled to charge a fee for the extra time it has to invest in providing the service if, after the formation of the Agreement, it becomes evident that (a) the assumptions for providing the service have changed, or (b) the assumptions for providing the service proved incorrect or inadequate, and the circumstances in (a) and (b) may be put down to the client. If the service agreed is expanded or reduced, please refer to clause 2.4 of these Terms of Engagement.

​

Any expenses or outlays relating to the engagement, including reasonable travelling expenses, accommodation, subsistence allowances, publications, data, etc shall be paid by the client in addition to the fee. Any fees to external advisors or specialists engaged by the client shall be paid directly by the client and shall be of no concern to HSE International.

​

Any fees to sub-service providers engaged by HSE International are not included in HSE International’s fee and shall be charged to the client as ordinary outlays.

​

The terms of payment are net cash from the date of invoice. Upon payment after 15 days, interest shall be charged along with related collection costs (including legal fees) at an annual rate of 15% over the Official Cash Rate of the Reserve Bank of Canada ruling and the Canadian Interest Act on the date payment is due.

​

HSE International may suspend or terminate our Services or withhold any Information or any Work due to any invoices not paid on time.

​

Unless specified in the Letter of Engagement, all engagements outside of Canada require full payment of the Fees plus any applicable taxes at least 21 days prior to the commencement of the Work.

​

Rights

Each party shall maintain the rights existing prior to the commencement of the engagement, irrespective of whether these rights form part of the service, and no party shall gain any right to the other party's rights existing prior to the Agreement.

​

HSE International shall have the right of ownership of any intellectual property rights, products and material arising from the rendering of the service.

​

The client shall be entitled to use the service rendered pursuant to the Agreement in-house in its own organisation. The right of use, however, shall not include any models or methods or similar means which have been applied in connection with the rendering of the service and which are the property of HSE International.

​

The service provided by HSE International to the client may not be passed on to any third parties. The service may be applied for own use only and for the purpose specified in the Letter of Engagement, unless otherwise consented to by HSE International in writing, or if Canadian law or any judicial decision orders/allows the client to do so.

​

HSE International shall assume no responsibility or obligations if the service is used for any purpose other than that outlined in the Letter of Engagement.

​​

Breach of agreement

If either party materially defaults on their obligations pursuant to the Agreement and/or these Terms of Engagement, the other party shall be entitled to terminate the Agreement.

​

If the client defaults on its payment obligations, HSE International shall be entitled to terminate the Agreement. 

​

However, the Agreement may be terminated only if the breach of agreement has not been rectified 14 days after submission of a written default notice. The default notice shall state the cause of breach and that the Agreement will be terminated if the breach has not been rectified before expiry of the notice period.

​

In case of material breach of the Agreement, a party shall be entitled to compensation pursuant to the general rules of Canadian law. However, see clause 11 on limitation of responsibility.

​

A waiver by either HSE International or the client of a breach by the other party of any term of the Agreement does not operate as a waiver of another term or a continuing breach by the other of the same or any other term of the Agreement.

​

Limitation of responsibility

​

HSE International shall be responsible for the service rendered under the Agreement in accordance with the general rules of Canadian law. HSE International shall not be liable for advisory and assistance services for an amount in excess of the fees paid by the client to HSE International for the part of the services giving rise to the claim.

​

HSE International shall assume no responsibility for any indirect loss or consequential damage, including loss of goodwill, image, earnings, profit or data.

​

HSE International shall not be held responsible for any claims that might arise as a result of false, misleading or incomplete information, data or documentation furnished by other parties than HSE International.

​

In connection with the preparation of any recommendation, conclusion, report, presentation or any other product as part of the service, HSE International shall have the right to orally discuss ideas with the client or to present a draft of such products to the client. HSE International shall not be held responsible for the content of any oral reports or draft products that are subsequently to be replaced by final products.

​

HSE International shall assume no responsibility in respect of any other parties (including third parties) who benefit from, use or gain access to the service provided by HSE International. The client shall undertake to compensate HSE International for obligations, losses, expenses or other costs that HSE International may reasonably incur in connection with claims from such other parties and claims against HSE International attributable to the client’s defaulting on the Agreement.

​

The limitation of responsibility under the Agreement shall apply to all parties within the HSE International network as if they were direct parties to the Agreement.

​

When performing audit, review or attest services that are subject to the Canadian standards for assurance engagements, and/or the Canadian standards on auditing, any clauses that result in a limitation of HSE International’s liability do not apply.

​

To the extent permitted by law, HSE International's total liability in connection with the Agreement - whether in contract, tort (including negligence) or otherwise - is limited to one times the amount of the Fees paid in respect of the services. In the case of continuous services provided by us, the 'Fees' means the fees charged by us for the relevant services in the twelve months preceding the occurrence of the event, act or omission giving rise to the claim.

​

Termination of the Agreement

​

If the service is an audit engagement, it may be terminated in accordance with the rules effective in this area.

​

Unless otherwise agreed, and subject to clause 12.1, both parties shall be entitled to terminate the Agreement at one month’s notice. The termination shall be presented in writing.

​

Notwithstanding anything else stated herein, HSE International may without being in default terminate this Agreement in whole or in part, with immediate effect upon written notice to client if HSE International determines that HSE International’s performance of any part of this Agreement due to law, regulation, change in circumstances (including, without limitation, changes in ownership or control of client) will imply that HSE International’s performance of any part of the Agreement will be illegal or otherwise unlawful or in conflict with independence rules applicable to HSE International.

​

When terminating the Agreement, the client shall pay HSE International for the services provided until the termination and/or any unsettled hours used and costs and outlays incurred, as well as any reasonable expenses that HSE International may incur as a result of the termination.

​

Unless the Agreement is terminated prematurely in accordance with the above, it shall terminate when the service has been provided.

​

Any provisions of the Agreement that – either explicitly or by nature – extend beyond the date of termination shall continue to apply after the termination of the Agreement irrespective of the above.

​​​

Training

​

In the event that the services include training, upon arrival at the training venue at the agreed time, our Representative will attempt to commence the training session on time. If there are no attendees present, HSE International will do all that is reasonably possible to contact the client's responsible representative or their agent at the venue to assemble the required attendees. If the session is not able to commence within 30 minutes of the designated time, our responsibility for delivery of the training services will be deemed to have been fulfilled.

​

In the event that our Representative conducting the training Services is delayed in their arrival at the training venue for any reason or is unable to attend at the designated venue at the designated time, HSE International will contact the client or their agent as soon as possible and if necessary, the session will be rescheduled at no further Fee.

​

The training Services will not be postponed in the event of inclement weather.

​

In the event that the services include training and the client cancels or varies the agreed date on which training is to be provided by HSE International (“Training Date”) and such cancellation or variation takes place within five (5) business days of the scheduled Training Date, HSE International reserves the right to charge the client a cancellation fee which is equivalent to one hundred percent (100%) of the fee payable in respect of that training.

​

Force Majeure

​

Neither party shall be liable for any delays or non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, pandemic, strike or labour dispute, war or other violence, or any law, order, sanctions or other requirements of any governmental agency or authority.

​

Anti-corruption

​

HSE International understands that the client maybe subject to laws that prohibit bribery and/or providing anything of value to government officials with the intent to influence that person’s actions in respect of the client. HSE International may be subject to similar laws and codes of professional conduct and has its own internal policies and procedures which prohibit illegal or unethical behaviours. In providing the services, HSE International undertakes not to offer, promise or give financial or other advantage to another person with the intention of inducing a person to perform improperly or to reward improper behaviour for the benefit of the client, in each case, in violation of applicable law.

Export control and Sanctions laws and restrictions

​

Each party shall comply with all economic, trade or financial sanctions, export control, and import laws and regulations applicable to it in (or having an impact on) providing and receiving the services under the Agreement. Each party warrants that (i) the party is not subject to the CA, US, EU, UK, or UN sanctions applicable from time to time (the “Sanctions”), nor (ii) is the party directly or indirectly controlled by, or 25% or more owned by, nor (iii) does the party receive the majority of its revenues from, any entity or individual being subject to the Sanctions. A party shall inform the other party if there is any change in the party’s conditions, subject to this clause 16.1, 

​

Client shall ensure that: (i) no entity or individual being subject to the Sanctions; and (ii) no entity or individual being located and/or established in any country, region or annexed area being subject to the Sanctions (“Sanctioned Areas”), shall in any way have access to, receive, use, implement and/or benefit from the services; and (iii) no services which are classified as banned services under the Sanctions from time to time will be provided for the direct or indirect benefit of entities or individuals incorporated, domiciled, located, or ordinarily resident in any Sanctioned Areas.

​

Any breach of a party’s obligations under this clause 16 shall constitute a material breach, which gives the other party the right to suspend the performance of the services (in whole or in part) and/or terminate the Agreement with immediate effect upon written notice to the party in breach.

​

Applicable law and venue

​

The Agreement is governed by the laws of Canadian province of Alberta, and both HSE International and the client submits to the exclusive jurisdiction of the courts of Alberta. Any disagreement or dispute arising between the parties on the interpretation of the Agreement and/or these Terms of Engagement shall be settled by application of Canadian law before the courts of Alberta.

​

Health and Safety

​

Client agrees to comply with the Canadian Labour Code, and all regulations, rules, standards, approved codes of practice and any other applicable law relating to health and safety within their jurisdiction.

​

Client agrees to identify and advise HSE International and our Representatives of all hazards which arise in their workplace, and which may present a risk to Representatives while providing the services. Client agrees to manage those risks, so far as is reasonably practicable, by either eliminating or mitigating those risks. HSE International may suspend our services where its considered there is a risk to the health and safety of our Representatives either in the client's workplace or as a result of continuing to provide services. If the client cannot eliminate or mitigate such risk after services are suspended, HSE International shall be entitled to terminate our services.

​

Client agrees to notify the applicable regulatory authority and HSE International of any notifiable event as defined in the relevant governing OHS legislation arising out of the conduct of your business which concerns any Representative.

​

HSE International agrees to consult, co-operate and coordinate activities where both HSE International and the client share health and safety duties in relation to the same matters.

​

Insurance

​

Client agrees to at all relevant times effect and maintain, at its own cost, with reputable insurers and on terms consistent with prudent risk management:

a.  a public and products liability insurance policy that covers all Claims made in consequence of or in respect of bodily injury, death, or

     damage to property and that provides coverage for an amount of not less than $20 million for each and every Claim

b.  workers' compensation insurance in the name of the client covering all liabilities, whether arising under statute, common law, or civil

     law, in relation to the death of, or injury to, employees or any person deemed to be an employee of the client.

c.  insurance that provides cover against loss or damage resulting from any loss of, damage to, theft of, or destruction by any cause of

     any of the client's property for which HSE International is responsible, and

d.  a motor vehicle policy in respect of liability to third parties for personal injury, death, disease or illness, or liability to third parties for loss

     of or damage to property

​​​

​

20 December 2024 - Canada

​

​​