LegalStandard Terms and Conditions of Service
Version 1.2 • Effective June 2026 • Supersedes all prior versions
Governing law: Province of Ontario, Canada
Insurer: CFC Underwriting Ltd • Policy No. ESO0040743976
These Standard Terms and Conditions of Service (“Agreement”) govern every quotation, purchase order, work authorization, and engagement between MW Site (“MW Site”, “Service Provider”) and any client (“Client”) for the provision of 3D reality capture, LiDAR scanning, point cloud processing, registration, and spatial data analysis (collectively, the “Services”). Where MW Site engages a subcontractor to provide additional services such as CAD drafting or 3D modelling in connection with a project, those services are arranged pursuant to Section 16 and do not form part of MW Site’s core Services. By accepting a quotation, issuing a purchase order, or permitting MW Site to commence work, whether verbally or in writing, the Client agrees to be bound by this Agreement in its entirety. This Agreement prevails over any conflicting or additional terms in any Client-issued document unless a written amendment has been signed by an authorized officer of MW Site.
1. SCOPE OF SERVICES
1.1 MW Site shall perform only the services expressly described in the applicable quotation. Any additional work or deliverables beyond that scope shall require a written change order executed by both parties prior to commencement and shall be subject to additional fees.
1.2 MW Site does not provide architectural, engineering, licensed land survey, CAD drafting, 3D modelling, or professional design services. Where CAD or modelling deliverables appear in a quotation, they are produced by a third-party subcontractor pursuant to Section 16. No deliverable produced by MW Site constitutes a licensed survey under the Surveyors Act, R.S.O. 1990, c. S.29, or a substitute therefor. The Client is solely responsible for determining the suitability of any deliverable for its intended purpose.
1.3 All quoted fees are exclusive of applicable taxes. All invoices are subject to HST at the rate applicable at the time of invoicing. MW Site’s HST registration number is 748287638 RT0001.
2. PAYMENT TERMS
2.1 A deposit equal to fifty percent (50%) of the scanning and registration component is due upon acceptance of the quotation and prior to scheduling. The balance is due within twenty-one (21) days of delivery of the registered point cloud files.
2.2 Invoices not paid by their due date shall bear interest at two percent (2%) per month, equivalent to twenty-four percent (24%) per annum, compounded monthly, from the due date until payment in full.
2.3 MW Site reserves the right to withhold delivery of final files and any associated download link until all outstanding amounts, including accrued interest, have been paid in full.
2.4 In accordance with the Construction Act, R.S.O. 1990, c. C.30, as amended (“Act”), MW Site issues proper invoices as defined under the Act. Where the Client is subject to the Act’s prompt payment provisions, payment to MW Site is due no later than seven (7) days after the Client receives payment from the owner for the subject work, subject to the Act’s notice of non-payment provisions. MW Site expressly preserves all rights of adjudication under Part I.1 of the Act.
2.5 MW Site expressly reserves all rights to register and enforce a lien under the Act in respect of any unpaid amounts. No provision in any Client-issued document shall constitute a waiver of MW Site’s lien rights.
3. DATA OWNERSHIP, INTELLECTUAL PROPERTY, AND DELIVERY
3.1 All raw scan data, point clouds, registered project files, and processing outputs generated by MW Site (“Project Data”) remain the exclusive property of MW Site at all times. Ownership does not transfer to the Client under any circumstances.
3.2 Upon receipt of final payment in full, MW Site grants the Client a non-exclusive, non-transferable, royalty-free licence to use the delivered files solely for the purposes described in the applicable quotation. The Client may share files with its direct design, fabrication, or construction team for that specific project but shall not resell, sub-licence, or distribute Project Data to third parties for independent use without MW Site’s prior written consent.
3.3 Any provision in a Client-issued agreement purporting to assign all work product or intellectual property created in the performance of services is void as against MW Site unless MW Site has executed a separate written Data Assignment Agreement in consideration of additional compensation.
3.4 Deliverables shall be provided via a secure download link in a file format agreed upon between the parties prior to commencement. MW Site makes no warranty as to compatibility with any particular software platform unless expressly confirmed in writing in the quotation.
3.5 MW Site shall maintain the download link and hosted files for thirty (30) days from the date of delivery notification (“Retention Period”). The Client bears sole responsibility for downloading and independently storing all files within the Retention Period. MW Site has no liability for any loss, inaccessibility, or expiry of files after the Retention Period expires.
3.6 Any extension of the Retention Period must be requested in writing and agreed upon by MW Site in advance of delivery, and shall be subject to an additional fee as quoted by MW Site at the time of the request.
3.7 MW Site may offer archival storage as an optional paid service. While MW Site shall use commercially reasonable efforts to maintain archived files, archival storage is provided without warranty of availability or recoverability. In the event of data loss due to hardware failure, force majeure, or circumstances beyond MW Site’s reasonable control, MW Site’s liability shall be limited in accordance with Section 11. The Client is strongly advised to maintain its own independent backup of all delivered files regardless of whether archival storage is engaged.
3.8 MW Site retains the right to keep an internal copy of all Project Data indefinitely for its own records and professional liability purposes. MW Site shall not publicly share or use project-specific data for marketing or portfolio purposes without the Client’s prior written consent.
4. CLIENT-SUPPLIED MATERIALS
4.1 Where the Client provides drawings, models, existing point clouds, floor plans, or other materials to MW Site for reference or integration (“Client Materials”), the Client warrants that it has the right to provide such materials and that they are accurate, complete, and current as of the date of delivery to MW Site.
4.2 MW Site is not obligated to verify the accuracy or completeness of Client Materials. Any errors or inaccuracies in Client Materials that affect the quality or fitness for purpose of MW Site’s deliverables are the sole responsibility of the Client. The limitation of liability in Section 11 applies in full to any claim arising from deficiencies in Client Materials.
5. ACCURACY AND TECHNICAL LIMITATIONS
5.1 Scan accuracy is subject to prevailing site conditions including, without limitation, ambient temperature, reflective or absorptive surfaces, moving objects, dust, smoke, obstructions, and occlusion. MW Site does not guarantee accuracy to any specific tolerance unless a written accuracy specification is expressly included in the applicable quotation.
5.2 Any accuracy representations made by MW Site apply only to surfaces that were physically accessible and captured under normal conditions during the agreed access window. No representation is made with respect to areas that were inaccessible, obstructed, or not captured during the scan.
5.3 The Client is solely responsible for verifying the suitability and accuracy of all delivered data for its intended use prior to fabrication, construction, permit application, or any other purpose. MW Site shall not be liable for fabrication errors, construction deficiencies, or regulatory non-compliance arising from the Client’s use of or reliance upon the deliverables.
6. NOT A LICENSED SURVEY — PROFESSIONAL RELIANCE DISCLAIMER
6.1 MW Site’s services constitute 3D reality capture and spatial data acquisition. MW Site is not a licensed Ontario Land Surveyor. No deliverable produced by MW Site constitutes, or shall be construed as constituting, a legal, boundary, or cadastral survey, or any survey requiring licensure under the Surveyors Act, R.S.O. 1990, c. S.29, or the Professional Engineers Act, R.S.O. 1990, c. P.28.
6.2 MW Site’s deliverables shall not be used as a substitute for a licensed survey in connection with any legal, regulatory, boundary, property, or certified engineering purpose. Where such a survey or professional opinion is required, the Client shall retain appropriately licensed professionals independently. MW Site accepts no liability arising from any use of its deliverables in circumstances requiring a licensed survey or professional certification.
7. SITE ACCESS AND CLIENT RESPONSIBILITIES
7.1 The Client shall provide MW Site with safe, timely, and unobstructed access to all areas required for the Services during the agreed access window, including all necessary permits, general contractor orientations, health and safety briefings, and access credentials.
7.2 Time lost due to access delays, site shutdowns, or obstructions beyond MW Site’s reasonable control shall be charged to the Client at MW Site’s standard hourly rate as set out in the applicable quotation.
7.3 The Client shall disclose all known site hazards, restricted areas, and applicable health and safety requirements prior to mobilization. MW Site reserves the right to decline or suspend work in any area it deems unsafe without incurring liability to the Client.
8. CANCELLATION AND RESCHEDULING
8.1 Cancellation or rescheduling of a confirmed mobilization with less than seventy-two (72) hours’ written notice will result in a cancellation fee equal to fifty percent (50%) of the scanning fee for that visit.
8.2 Cancellation or rescheduling with less than twenty-four (24) hours’ written notice will result in a cancellation fee equal to one hundred percent (100%) of the scanning fee for that visit.
8.3 All cancellation notices must be delivered in writing to info@mwsite.ca. Notice periods are calculated from the time written notice is received by MW Site.
9. PRIVACY AND PERSONAL INFORMATION
9.1 The performance of 3D scanning on occupied or active sites may result in the incidental capture of personal information within the meaning of the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”), including images of individuals captured incidentally within scan data.
9.2 MW Site shall not use, disclose, or retain any incidentally captured personal information beyond what is reasonably necessary for the delivery of the Services, and shall, where practicable, anonymize or remove identifiable personal information from deliverables prior to delivery.
9.3 The Client is responsible for ensuring, prior to MW Site’s mobilization, that appropriate notice has been provided to all individuals who may be present at the scan site and that all required consents under applicable privacy legislation have been obtained. MW Site shall not be liable for any privacy claim arising from the Client’s failure to fulfil these obligations.
10. INSURANCE
10.1 MW Site maintains the following insurance coverage:
(a) Commercial General Liability: five million dollars ($5,000,000) per occurrence; and
(b) Professional Liability (Errors and Omissions): one million dollars ($1,000,000) per claim.
Insurer: CFC Underwriting Limited • Policy No. ESO0040743976 • Valid to March 30, 2027. Certificate of Insurance available upon request.
10.2 The Client shall maintain, at its own cost, insurance adequate for the project including builder’s risk, commercial general liability, and any coverage required by applicable law or the prime contract. MW Site shall not be named as an additional insured under the Client’s policy without prior written agreement and payment of any additional premium required.
11. LIMITATION OF LIABILITY
11.1 MW Site’s total cumulative liability to the Client for any and all claims arising out of or in connection with this Agreement, whether in contract, tort, statute, equity, or otherwise, shall not exceed the total fees paid by the Client to MW Site under the applicable quotation.
11.2 In no event shall MW Site be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages of any nature, including without limitation:
(a) loss of profit, revenue, or anticipated savings;
(b) delay costs or liquidated damages arising under any contract to which MW Site is not a party;
(c) fabrication, procurement, or construction errors or rework costs;
(d) loss, corruption, or unrecoverability of data; or
(e) third-party claims arising from the Client’s use of MW Site’s deliverables.
11.3 Any provision in a Client-issued document purporting to remove MW Site’s liability cap, impose unlimited liability, or require MW Site to indemnify the Client for the Client’s own negligence or that of third parties is void as against MW Site unless agreed to in a separate signed written amendment.
11.4 The foregoing limitations apply notwithstanding any failure of essential purpose of any limited remedy and to the maximum extent permitted by law.
12. INDEMNIFICATION
12.1 Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors, and employees from and against third-party claims, damages, losses, and reasonable legal expenses arising directly from the Indemnifying Party’s:
(a) material breach of this Agreement;
(b) negligence or wilful misconduct; or
(c) violation of any applicable law or regulation.
12.2 The Client shall further indemnify MW Site against all claims and damages arising from:
(a) use of MW Site’s deliverables beyond the scope authorized under this Agreement;
(b) errors or inaccuracies in Client Materials;
(c) failure to obtain required site access consents or privacy authorizations; or
(d) any claim that the Client’s instructions caused MW Site to infringe a third-party intellectual property right.
13. CONFIDENTIALITY
13.1 Each party shall hold in strict confidence all terms of this Agreement and all project-specific information, data, and communications received from the other party (“Confidential Information”), and shall not disclose such information to any third party without prior written consent, except:
(a) as required by applicable law or court order;
(b) to professional advisors bound by equivalent confidentiality obligations; or
(c) to approved subcontractors on a need-to-know basis.
13.2 This obligation survives termination of this Agreement for five (5) years. MW Site shall not publicly share or use project-specific data for marketing or portfolio purposes without the Client’s prior written consent.
14. FORCE MAJEURE
14.1 Neither party shall be liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond that party’s reasonable control, including acts of God, fire, flood, extreme weather, epidemic or pandemic, labour disputes, governmental orders, site shutdowns, or failure of third-party infrastructure. The affected party shall notify the other in writing as soon as reasonably practicable. If the event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice, and MW Site shall be entitled to payment for all work completed and costs reasonably incurred to the date of termination.
15. TERMINATION
15.1 Either party may terminate this Agreement upon written notice if the other party commits a material breach and fails to remedy it within fourteen (14) days of written notice specifying the breach.
15.2 Upon termination by the Client for convenience, or by MW Site for the Client’s material breach, the Client shall pay MW Site, within fourteen (14) days of the effective date of termination, all amounts owing for Services completed, costs reasonably incurred, and commitments made prior to termination, together with a reasonable allowance for demobilization and work then in progress.
15.3 Termination shall not affect any rights, remedies, or payment obligations that have accrued prior to the effective date of termination.
16. ASSIGNMENT AND SUBCONTRACTING
16.1 The Client shall not assign, transfer, or novate any of its rights or obligations under this Agreement without MW Site’s prior written consent. Any purported assignment without such consent is void.
16.2 MW Site may engage qualified subcontractors to perform discrete portions of the Services, including any CAD drafting or 3D modelling services contemplated by the applicable quotation, without the prior consent of the Client. Notwithstanding any such arrangement, MW Site remains fully responsible to the Client for the quality, accuracy, and timely delivery of all work so performed.
17. WAIVER AND SEVERABILITY
17.1 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of the same or any other right.
17.2 If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, it shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.
18. SURVIVAL
Sections 3, 5, 6, 9, 11, 12, and 13 of this Agreement, and all payment obligations accrued prior to termination, shall survive the termination or expiry of this Agreement and shall continue to bind the parties in accordance with their respective terms.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario. Any provision in a Client-issued document purporting to subject this Agreement to the laws of another jurisdiction is void unless MW Site has expressly consented in a signed written amendment.
19.2Any dispute arising out of or in connection with this Agreement shall first be submitted to good-faith negotiation between senior representatives within fifteen (15) days of written notice. If unresolved within thirty (30) days of such notice, the dispute shall be referred to adjudication under Part I.1 of the Construction Act where applicable. Disputes not resolved by adjudication, or to which the Construction Act does not apply, shall be finally resolved by binding arbitration under the Arbitration Act, 1991, S.O. 1991, c. 17, before a single arbitrator seated in Toronto, Ontario, appointed by agreement or, failing agreement, by ODACC. The prevailing party shall be entitled to an award of its reasonable legal costs.
20. ENTIRE AGREEMENT
This Agreement, together with the applicable quotation, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and understandings, whether oral or written. No modification or waiver of any provision shall be effective unless made in writing and executed by authorized representatives of both parties. In the event of any conflict between the body of a quotation and these Terms, these Terms shall prevail unless the quotation expressly states otherwise.
MW Site • Karine Wray, Owner
275 Canice Street, Orillia, Ontario L3V 4J4 • info@mwsite.ca • 705 350 0359 • HST No. 748287638 RT0001