Standard Terms and Conditions: 

(Updated December 2024)

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IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

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SERVICES PROVIDED

1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):

   • Architectural services as listed under "Your Investment" pages.

2. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client

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TERM OF AGREEMENT

1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

2. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days written notice to the other Party.

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PERFORMANCE

1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

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CURRENCY

1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

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IMBURSEMENT OF EXPENSES 

1. The fees outlined in the Your Investment Section include a non-refundable base rate that is charged in addition to our hourly rates noted below. The base rate is required to initiate the project and secure our services and is not subject to refund under any circumstances. Hourly rates will be applied to all services provided beyond the scope of the base rate, as agreed upon in the project terms 

2. The Consultant will charge the Client for the Services at the following hourly rates (the "Compensation") :

   • Manager / Founder - $180.00 per hour

   • All other staff - $140.00 per hour

3. The installments listed under the payment schedule at the bottom of the "Your Investment" pages are payable by the Client upon execution of this Agreement. These installments will be held as a credit on your account.

4. The Consultant will track progress monthly and will draw against the deposit/installments received until such a time that there is an outstanding amount due.

5. All payments listed under the payment schedule listed at the bottom of the "Your Investment" page shall be made via post-dated cheques. Note that JSDCo will not schedule your project until all post-dated cheques have been received.

6. The minimum amount due for your project comprises Installments 1 through 3, as specified on the "Your Investment" page, irrespective of the total hours dedicated to the project. Refunds for canceled projects will be assessed on an individual basis.

7. For the remaining amount, the Client may opt to pay via cash, cheque, e-transfer, credit card (subject to processing fees), or certified cheque/bank draft.

8. There will be a $100.00 service charge added to your invoice for any cheques that are returned to us from the bank due to insufficient funds. You will be notified in writing and will be expected to provide payment in full.

9. Invoices submitted by the Consultant to the Client are due upon receipt.

10. The Consultant will not proceed with the building permit application unless the Client has all invoices paid to date.

11. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Consultant. Should there be a balance owed to the Client, JSDCo will, within 60 days of termination, provide the Client with a cheque for the amount.

12. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

13. The Consultant reserves the right without penalty to discontinue services in the event of non-payment.

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REIMBURSEMENT OF EXPENSES

1. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. The Consultant will only be reimbursed for expenses submitted according to the following guidelines:

   1. The consultant will be reimbursed for all reasonable expenses incurred including but not limited to:

      • Vehicle mileage at $0.73/km

      • Printing & photocopying at Cost + 5%

      • Sub-consultant fees at Cost + 5%

      • Municipality fees at Cost + 5%

   2. All application fees paid by JSDCo as directed by the client shall be paid to JSDCo prior to submission.

   3.  All sub-consultant fees paid by JSDCo as directed by the client shall be paid to JSDCo prior to engaging said sub-consultant.

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INTEREST ON LATE PAYMENTS

1. Interest will be applied to all invoices not paid within 15 days of the issued date of the invoice.

2. Interest payable on any overdue amounts under this Agreement is charged at a rate of 5% per month, charged daily until the balance is paid or at the maximum rate enforceable under applicable legislation, whichever is lower.

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CONFIDENTIALITY

1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client

2. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

3. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. 

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OWNERSHIP OF INTELLECTUAL PROPERTY

1. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Consultant. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

2. Intellectual Property includes but is not limited to: Plans, designs, drawings, or specifications. Intellectual property shall not be altered, released, disclosed or published, in whole or in part, to others without the written license of Jordan Station Design Co Inc. This includes reproduction for alternate sites or lots.

3. Title, copyright, intellectual property rights, and distribution rights of the Intellectual Property remain exclusively with the Consultant.

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RETURN OF PROPERTY

1. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information that is the property of the Client.

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CAPACITY/INDEPENDENT CONTRACTOR

1. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

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RIGHT OF SUBSTITUTION

1. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

2. In the event that the Consultant hires a sub-contractor:

   • the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant plus any markup listed under Reimbursement of Expenses.

   • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.

 

AUTONOMY

1. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision-making in relation to the provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.

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EQUIPMENT

1. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.

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NOTICE

1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

   • {client_contact_first} {client_contact_last}
     {client_address}{client_address_2}, {client_city}, {client_province}, {client_zip_code}

   • Jordan Station Design Co Inc
     3836 Main Street, Unit 2-2/3, Jordan, Ontario, L0R 1S0

2. or to such other addresses as either Party may from time to time notify the other.

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INDEMNIFICATION

1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

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MODIFICATION OF AGREEMENT

1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding via an official Notice of Change in Scope (NOCIS) signed by each Party or an authorized representative of each Party.

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TIME OF THE ESSENCE

1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

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ENTIRE AGREEMENT ASSIGNMENT

1. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

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ENTIRE AGREEMENT

1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

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INUREMENT

1. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.

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TITLES/HEADINGS

1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

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GENDER

1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

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GOVERNING LAW

1. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.

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SEVERABILITY

1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

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WAIVER

1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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OTHER CONDITIONS

1. By signing this proposal, the Client agrees that the Consultant may use all prepared work as part of their marketing program.

2. By signing this proposal, the Client agrees that the Consultant may install a site sign for the duration of the construction including 1 month prior and 1 month post construction.

3. Jordan Station Design Co Inc. will not be held responsible for revenue lost / costs incurred due to work not completed within a reasonable amount of time. Deliverable dates are estimates only and are subject to change without notice.

4. Jordan Station Design Co. will not be held liable for property purchases made based solely on the analysis provided. The Client is responsible for their own due diligence and assumes all risk and liability.

5. Should a project be delayed for a building permit application or municipal approval, the documents may be subject to additional review due to Building Code or zoning revisions. Additional fees will apply to revise documents to standards that may not have applied to the project at its conception.

6. The Client is responsible for ensuring that Jordan Station Design Co Inc. has received all information relating to the purchase of land. Including but not limited to: development agreements, easements, property reports, property listings, or any other property/zoning-related items. Jordan Station Design Co Inc. will not be held liable for missing information.

7. The Client is responsible for advising Jordan Station Design Co Inc. of any active permits or construction that has taken place without first obtaining a building permit, prior to acceptance of this proposal.

8. The Client is strongly advised to facilitate the use of an up-to-date survey for any work constituting expansion of existing buildings as part of the project. An up-to-date survey shall be considered no older than 5 years. If a survey is not provided, lot lines will be approximated to the best of our ability. This may produce inaccuracies represented on the site plan. Jordan Station Design Co Inc. shall not be responsible or liable for estimated site lot lines, site features, or exact location of anything typically shown on a legal survey. Design work shall not proceed until a survey is completed or the Client assumes responsibility for the site-related work.

9. The Client will not disclose our variables (including estimates) to our competitors, and disparage Jordan Station Design Co Inc. to the public including but not limited to: individuals, public/private entities, government agencies, and on all social media platforms including but not limited Facebook, Twitter, Instagram, etc.

10. The Client will not disclose our variables (including estimates) to our competitors, and disparage Jordan Station Design Co Inc. to the public including but not limited to: individuals, public/private entities, government agencies, and on all social media platforms including but not limited Facebook, Twitter, Instagram, etc.

11. The Client is required to sign a Design Declaration Form upon completion of the conceptual design as well as prior to the application for a building permit.

12. The Client(s), builder(s), and stakeholder(s) of this project shall satisfy themselves with respect to Tarion registration and new home warranty requirements. Jordan Station Design Co Inc. shall only determine if a project is eligible and does not provide a legally binding council as it pertains to the Ontario New Home Warranties Plan Act. Jordan Station Design Co Inc. recommends consultation with the agency directly or a competent builder registered with Tarion. If a project is required to enter into the Tarion Warranty program a registration number will be required at the building permit application stage.

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