TERMS & CONDITIONS

These Terms and Conditions are made and entered into as of the date stated in the proposal described in section 3.1, between the Client, and SAGA Safety Solutions Inc ("Consultant"), a company duly organized and existing under the laws of British Columbia, with its principal place of business at 2081-88 West Pender Street, Vancouver, BC, V6B 6N9 (each a "Party" and collectively the "Parties").

1. Scope of Work, Roles, and Responsibilities

1.1 Consultant agrees to provide professional Occupational Health & Safety (OHS) consulting services to assist the Client to achieve compliance by providing the goods and/or services described in the section 3.1.

1.2 Consultant shall provide expertise, guidance, and industry knowledge to the Client to ensure that the Client complies with all relevant regulations and best practices. The Consultant will refrain from providing any advice, instruction, direction or suggestion that might lead the Client into non-compliance.

1.3 Any input provided by the Consultant under these Terms and Conditions shall be considered advisory in nature. Such input shall not be interpreted as mandatory direction, instruction, or a binding requirement. Final decisions shall remain the responsibility of the Client’s management and, where applicable, shall be made through the Client’s Internal Responsibility System.

1.4 Consultant shall perform services diligently, professionally, and in accordance with the Board of Canadian Registered Safety Professionals (BCRSP) Code of Ethics and Professional Conduct.

2. Term and Termination

2.1 These Terms and Conditions shall commence on the date of the approval described in section 3.1 and shall continue until the invoices are paid by the client.

2.2 Either Party may terminate these Terms and Conditions for any material breach by the other Party, provided written notice of such breach is given and the breaching Party fails to remedy the breach within thirty (30) days.

3. FEES

3.1 Before commencing work on any deliverable, the Consultant shall provide the Client with a clear summary of the proposed work, including the hour rate, the estimated hours, intended use of those hours, and specific deliverable(s) to be completed. The client shall review and approve this proposal.

3.2 The Consultant will not begin work on the deliverable(s) until the Client has approved the proposal.

3.3 Once the proposal is approved, the Consultant shall provide a quote that specifies the total amount and applicable taxes.

3.4 The Client shall pay the Consultant at the agreed rate payable within thirty (30) days upon receipt of an invoice.

3.5 Any additional costs or expenses incurred by the Consultant in connection with the services must be pre-approved in writing by the Client before they are eligible for reimbursement.

4. Purchase Orders

4.1 Where the Client issues a purchase order (“PO”) under these Terms and Conditions, the Consultant shall not be required to commence any services until the applicable PO has been issued by the Client and acknowledged by the Consultant in writing.

4.2 Acceptance of a PO constitutes a legally binding agreement between the Parties. The Client agrees that the PO shall be governed by these Terms and Conditions and any applicable written acknowledgment issued by the Consultant.

4.3 Prices, timelines, deliverables, and any other terms stated in the Consultant’s written acknowledgment shall prevail in the event of any discrepancy between the Consultant’s acknowledgment and the Client’s submitted PO, unless mutually agreed to in a signed amendment.

5. Intellectual Property

5.1 Subject to full payment of all applicable fees, all intellectual property ("IP"), including designs, documents, reports, safety plans, and other materials produced by the Consultant specifically for the Client under these Terms and Conditions ("Deliverables"), shall be the sole and exclusive property of the Client.

5.2 The Consultant hereby assigns to the Client all rights, title, and interest in and to such Deliverables upon receipt of full payment. The Consultant further agrees to waive all moral rights in the Deliverables in favor of the Client and shall execute any documents reasonably necessary to evidence or perfect this assignment upon the Client’s request.

5.3 The Consultant retains sole ownership of all IP, methodologies, templates, tools, and expertise created prior to or independently of this agreement ("Background IP"). To the extent Background IP is incorporated into any Deliverables, the Consultant grants the Client a non-exclusive, perpetual, royalty-free license to use such Background IP solely as part of the Deliverables.

6. Confidentiality

6.1 Consultant agrees that during the term of these Terms and Conditions and for a period of two (2) years following its termination, Consultant shall keep confidential all proprietary or sensitive information disclosed by the Client and shall not disclose, use, or permit the use of such information for any purpose other than the performance of services under these Terms and Conditions.

7. Representations and Warranties

7.1 Consultant represents and warrants that it has the expertise, experience, and ability to perform the services required under these Terms and Conditions.

7.2 Consultant further warrants that all services will be performed in compliance with applicable laws and regulations.

8. Indemnification and Insurance

8.1 The Consultant shall maintain combined liability insurance with coverage of not less than $250,000 CAD throughout the term of these Terms and Conditions.

8.2 The Consultant shall maintain corporate WorkSafeBC coverage under the province’s Workers Compensation Act throughout the term of these Terms and Conditions and shall provide a clearance letter upon the Client’s request.

8.3 If the Consultant’s negligence, misconduct, or breach of these Terms and Conditions results in any claim, liability, penalty, fine, or third-party damages against the Client, the Client may seek compensation from the Consultant up to a maximum limit of $250,000 CAD. The Client shall provide written notice to the Consultant detailing the nature and basis of the claim.

8.4 The Consultant shall respond to the Client’s written notice within thirty (30) days of receiving it. If the Consultant agrees with the Client’s notice, the Consultant shall take reasonable steps to address the matter and, where applicable, arrange for payment upon the receipt of compensation from its insurer. If the Consultant disputes the Client’s notice, the Parties shall resolve the matter in accordance with Section 10, Governing Law, of these Terms and Conditions.

9. Cancellations

9.1 The Client may cancel or terminate any specific deliverable, purchase order, or service requested under these Terms and Conditions at any time by providing written notice to the Consultant. Upon receipt of such written notice, the Consultant shall immediately cease all work on the specified service or deliverable, unless otherwise instructed in writing by the Client.

9.2 The Client shall remain obligated to compensate the Consultant for all actual, authorized hours worked on the canceled service up to the exact date and time the written notice of cancellation is received, at the hourly rate set forth in Section 3.1.

10. Governing Law

10.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of British Columbia. Any disputes arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the British Columbia courts in Vancouver.

11. Miscellaneous

11.1 These Terms and Conditions constitute the entire agreement between the Parties and supersedes any prior agreements or understandings, whether written or oral.

11.2 No modification or amendment of these Terms and Conditions shall be valid unless in writing and signed by both Parties.

11.3 If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Updated on: August 13th, 2026