Acceptance
The Customer agrees to provide Fluid Life (also called “Company”) with reliable, accurate and complete information, as required to execute the defined Scope of Work.
The terms shall be deemed accepted unless rejected within three (3) days of receipt in writing by return e-email. This contract is binding; there is no agreement or understanding other than as stated or referred to in this contract.
The term and conditions as stated in this document govern in event of conflict with any terms of Fluid Life’s contract, and are not subject to change by reasons of any written or verbal statement by Fluid Life or by any terms stated in Fluid Life’s acknowledgment.
Contract Term & Renewal
It is understood that the term of this agreement should extend to the remainder of the useful economic life of the Customer. Further, this Agreement will automatically renew annually on the anniversary date of this Agreement. Should either party wish to renegotiate the terms and conditions of this Agreement, formal notification must be provided to the other party three (30) days prior to anniversary date of the Agreement.
Contracts / Proposals
Contracts or proposals, signed by authorized representatives from both parties subject to the agreement for services, constitutes a full and complete contract between the parties for the supply and/or services as outlined in the agreement.
Price
Unless otherwise specified in this Document or subsequent Change Orders, the Customer shall be responsible for payment based upon the agreement. These agreed prices will escalate annually, on the anniversary date of this agreement, based on the Canadian Consumer Price Index for the preceding twelve (12) months. Unless otherwise agreed to, Fluid Life Corporation is responsible for all costs of their Personnel including wages, salaries and on costs as well as amounts in respect of meals, accommodation, transportation, mileage, telephone charges, photocopying, travel time, stand-by time, or incremental overtime rates.
Warranty
Fluid Life warrants all supplies and/or services covered by the contract to be free from defect in workmanship and materials, and to conform strictly to applicable.
Fluid Life warrants that services referred to in this contract are performed in compliance with all applicable Federal, Provincial and local laws and all applicable Federal agency regulations.
Fluid Life warrants that the Services shall be performed with reasonable care in a diligent and competent manner. Fluid Life’s sole obligation with respect to the warranties hereunder shall be to correct any non-conformance with this warranty, provided that the Customer gives Fluid Life written notice within seven (7) days after the Services are performed or substantially complete.
Fluid Life does not warrant and is not responsible for any third party products or services that are not provided by Fluid Life under this agreement. The Customer’s sole and exclusive rights and remedies with respect to such third party products or services are against such third party vendor and not against Fluid Life.
For AI-related Services and Deliverables, see “AI Processing and Analytics—Warranty and Exclusive Remedy” below.
THIS SECTION IS FLUID LIFE’S ONLY WARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLE, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED. THE WARRANTY PROVIDED IN THIS SECTION SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF FLUID LIFE WITH RESPECT TO THE GUARANTEE OF SERVICES AND SUPPLIES/REPORTS/PRODUCTS FURNISHED BY FLUID LIFE UNDER THIS AGREEMENT, AND SHALL BE IN LIEU OF ALL RIGHTS AND REMEDIES THAT CUSTOMER MAY HAVE WITH RESPECT THERETO UNDER LAW OR AT EQUITY WITH RESPECT TO SUCH WARRANTY.
Sample Retention
Fluid Life holds Customer samples for a period of seven (7) days from receipt to allow for additional testing requested after the reports are issued.
Cancellation
Fluid Life reserves the right to cancel this contract without cause at any time prior to completion by giving thirty (30) Days written notice of such cancellation to the Customer.
Force Majeure
Notwithstanding any other provision of this Agreement, if either Party is wholly or partly unable to perform its obligations under this Agreement by reason of any event beyond its reasonable control (an “Event of Force Majeure”), such party shall be relieved of such obligations to the extent, and for the period, that it is affected by the Event of Force Majeure; provided that the affected party gives the other party prompt notice of such inability and the nature, cause and expected duration of the Event of Force Majeure. An Event of Force Majeure may include, but not necessarily be limited to, fire, flood, earthquake, civil disturbance, war rationing, embargoes, strikes or lockouts, acts of God, or acts of government; but shall not include a lack of finances of either party, a strike or lockout of any Personnel of the Customer, any failure of equipment of the Customer or its Personnel, or any delay of the Customer or its Personnel in obtaining any Goods or materials. The party affected by the Event of Force Majeure shall use all reasonable efforts (having regard to Good Industry Practices) to remedy the situation and remove, so far as possible and with reasonable dispatch, the cause of its inability to perform; provided that there shall be no obligation on the affected party to test or to refrain from testing the validity of any order, regulation or law in any court having jurisdiction. The affected party shall give prompt notice to the other party of cessation of the Event of Force Majeure.
Turnaround Time
While every effort is taken by Fluid Life and its employees to ensure that results/reports are timely presented to the Customer, Fluid Life does not guarantee turnaround times nor is it responsible for any late delivery of services/goods. IN NO EVENT WILL FLUID LIFE BE HELD LIABLE FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE FLUID LIFE’S TESTING RESULTS AND/OR BECAUSE OF A DELAY IN FLUID LIFE PROVIDING TEST RESULTS, OR IN THE TEST RESULTS OR CLAIMS ATTRIBUTABLE TO ERRORS, OMISSION OF OTHER INACCURACIES IN THE INTERPRETATIONS THEREOF. If it is determined by a court of competent jurisdiction that Fluid Life is responsible for any damages to Customer in such event, then Customer agrees that the maximum amount of liability for which Fluid Life is responsible is the amount of reimbursement to Customer for the cost of the test and testing services received by the Customer.
Labour Disruption
In the event of a Labour Disruption, Fluid Life will continue to provide services under the terms of this contract although will not be compelled to complete work on site by crossing a legally constituted picket line. To the extent possible, all tasks will be completed remotely.
Confidentiality
Except as provided for herein, Fluid Life will not disclose information or test result to anyone other than the Customer without the Customer’s written authorization and consent.
Notwithstanding the foregoing, Fluid Life may use the data: (i) in an aggregate form as well as non-aggregated/raw customer data for the benefit. of Fluid Life’s customers including AI analysis and insights generation (any aggregation process combines thousands of results daily together, and confidentiality of the individual results such process will not be compromised); and (ii) for de-identified, aggregated, and non-aggregated AI training for service improvement; and (iii) to ingest, process, analyze, and generate insights, recommendations, and reports from Customer Data and samples in performing the Services and preparing Deliverables.
Both the Customer and Fluid Life agree to protect confidential information in a reasonable and appropriate manner or in accordance with applicable professional standards and use such information only to perform the obligations under this Agreement.
Reproduction
Reports or any results shall NOT be reproduced, without the prior written consent of Fluid Life. Reports and any results will be emailed in pdf format to the Customer.
Use of Reports
Every reasonable care is taken to ensure that the reports are accurate. Regarding the conclusion and/or opinions drawn from the result of these tests, Fluid Life does not accept
responsibility for any matters arising or consequences from the further use of these report and/or certificates by third parties.
AI Processing and Analytics
- Purpose and Scope. Customer acknowledges and agrees that Company may use automated systems, including artificial intelligence and machine learning technologies, to ingest, process, analyze, and generate insights, recommendations, and reports from Customer Data and samples in performing the Services and preparing Deliverables. This AI processing may include data normalization, anomaly detection, predictive modeling, and natural language generation of narratives or advisories.
- Human Oversight. Customer understands that AI-generated analyses and narratives may be supplemented by human review, but may not be independently verified in all cases, and may contain probabilistic outputs, limitations, or uncertainties inherent to such technologies. Customer agrees that any AI-generated content is advisory only and must be interpreted by qualified personnel in Customer’s operations.
- Customer Responsibilities. Customer remains solely responsible for: (a) providing reliable, accurate, and complete inputs, metadata, and context needed for meaningful analysis; and (b) making operational, maintenance, safety, and business decisions. Company’s analyses, including AI-generated content, are not a substitute for Customer’s professional judgment.
- Third-Party AI Services and Content. Company may use third‑party AI tools, models, datasets, or services. Company makes no warranty and has no responsibility for third‑party AI tools or content. Customer’s sole rights and remedies, if any, relating to third‑party AI services are against the applicable third party and not Company.
- Data Use; Model Training. Except as otherwise agreed in writing:
- Company may use Customer Data solely to provide, maintain, secure, and improve the Services for Customer, including tuning models for Customer’s use;
- Company will not use Customer Confidential Information to train or improve public or broadly available models; and
- Company may use de‑identified and aggregated data to improve its services and benchmarking, provided that confidentiality of individual results is not compromised.
- Confidentiality and Security. Company will implement reasonable and appropriate administrative, technical, and organizational safeguards consistent with Good Industry Practices to protect Customer Confidential Information used in or processed by AI systems. Company will not input Customer Confidential Information into publicly available AI systems in a manner that would disclose such information to the public or to other customers without Customer’s written consent.
- AI Output Characteristics; No Guarantee of Turnaround. Customer acknowledges that AI outputs may vary, may include errors, omissions, or ambiguities, and may evolve as models or data change. Company does not guarantee turnaround times or specific AI output characteristics.
- Warranty and Exclusive Remedy for AI Outputs. Company warrants that Services involving AI will be performed with reasonable care in a diligent and competent manner. Company’s sole obligation for any non‑conformance in AI-related Services or Deliverables shall be to correct such non‑conformance if Customer provides written notice within seven (7) days after the Services are performed or substantially complete. This correction obligation is Customer’s sole and exclusive remedy for AI-related issues.
- AI-Specific Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI-RELATED ANALYSES, PREDICTIONS, CLASSIFICATIONS, INSIGHTS, OR NARRATIVES ARE PROVIDED “AS IS” FOR INFORMATIONAL PURPOSES ONLY. COMPANY DOES NOT WARRANT THAT AI OUTPUTS WILL BE ERROR‑FREE, COMPLETE, OR FIT FOR A PARTICULAR PURPOSE, OR THAT THEY WILL ACHIEVE ANY SPECIFIC RESULT. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS RELIANCE ON AI OUTPUTS.
- Liability Allocation for AI Processing. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO AI PROCESSING OR AI‑GENERATED OUTPUTS. COMPANY’S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO AI PROCESSING OR AI‑GENERATED OUTPUTS SHALL NOT EXCEED THE FEES COMPANY RECEIVED FOR THE PORTION OF WORK GIVING RISE TO SUCH LIABILITY, AND, IF ARISING FROM TESTING RESULTS OR DELAYS, SHALL NOT EXCEED A REIMBURSEMENT OF THE APPLICABLE TEST COSTS AS PROVIDED HEREIN.
- Indemnity for Misuse. Customer will indemnify, defend, and hold Company harmless from and against all losses, expenses, damages, and costs (including reasonable legal fees) arising out of or relating to: (a) Customer’s misuse or reliance on AI outputs; (b) any third‑party claims resulting from Customer’s use or dissemination of AI outputs to third parties; or (c) Customer’s provision of data to Company for AI processing that infringes rights or violates law.
- Prohibited Uses. Customer shall not: (a) use AI outputs as the sole basis for any safety‑critical action without appropriate human review; (b) represent AI outputs as certified determinations; or (c) remove, obscure, or alter any notices describing AI limitations.
- Regulatory and Legal Compliance. Company warrants that Services, including those supported by AI, will be performed in compliance with applicable laws and regulations. Customer is responsible for ensuring that its use of AI outputs complies with laws and regulations governing its operations.
- Suspension and Remediation. If Company reasonably believes Customer’s use of AI outputs creates an unacceptable risk or violates these Terms, Company may suspend access to AI features upon notice and will work in good faith to remediate. Service suspension and acceleration rights otherwise remain available.
Electronic Transmission
Reports are issued free of any alterations or additions. Fluid Life does not accept any liability whatsoever for the tampering or any unlawful alteration of documents sent via any electronic transmission media.
Reproduction
Reports or any results shall NOT be reproduced, without the prior written consent of Fluid Life. Reports and any results will be emailed in pdf format to the Customer.
Indemnity
The Customer agrees to indemnify, defence and hold Fluid Life harmless from and against all losses, expenses, damages and costs, including reasonable legal fees arising out of or relating to any misuse by the Customer of the content and/or services provided by Fluid Life.
Outsourcing
Fluid Life reserves the right to outsource testing to one of our three facilities or to a third party laboratory as necessary. Services are only outsourced to competent organization as
approved by Fluid Life. Fluid Life may also outsource AI processing to competent third parties under written agreements ensuring confidentiality and security consistent with this Agreement.
Returns
Fluid Life must be notified of any discrepancies in a shipment of supplies within forty eight (48) hours of receiving the shipment. Unused items may be returned within thirty (30) days of original shipping date and are subject to a restocking fee of 15%.
Patents
Any claims for infringement or alleged infringement of any patent rights of formulation or processes or any other patent right is the sole responsibility and liability of the Customer.
Payment Terms
Payment terms are net thirty (30) days from the date of invoice. Any payments not made within thirty (30) days of the date of this invoice shall be subject to a late payment charge.
Overdue Charges
If any invoiced amount is not received by Fluid Life by the due date, then without limiting our right or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or Fluid Life may condition future services to payment terms shorter that those specified.
Suspension of Service & Acceleration
If any amount owing by the Customer under this or any other agreement for Fluid Life’s services and/or supplies/reports/products is thirty (30) days or more day overdue (or 10 or more days overdue in the case of amounts you have authorized Fluid Life to charge to a Customer credit card), Fluid Life may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligation become immediately due and payable, and suspend Fluid Life’s servicesuntil all such amounts are paid in full. Other than for Customers paying by credit card or direct debit whose payment has been declined, Fluid Life will give Customer at least ten (10) days’ prior notice that your account is overdue before suspending service.
Contract
By Customer’s order of any services or supplies/products, Customer shall have agreed thereby to these Terms and Conditions (as may be amended by Fluid Life from time to time) and shall be bound thereby. Furthermore, receipt by the Customer of goods/services/reports from Fluid Life shall constitute Customer’s binding contract to be bound by these Terms and Conditions (as may be amended by Fluid Life from time to time).
Risk Allocation
FLUID LIFE’S TOTAL LIABILITY RELATING TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES FLUID LIFE RECEIVES HEREUNDER FOR THE PORTION OF THE WORK GIVING RISE TO LIABILITY. IN NO EVENT WILL FLUID LIFE BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OR LOSS (NOR FOR ANY LOST PROFITS, SAVINGS OR BUSINESS OPPORTUNITY).
The foregoing limitation of liability and exclusion of special, consequential, incidental or exemplary damages shall apply fully to AI processing and AI-generated outputs, and the AI-specific cap and remedy provisions are coextensive with this Section and not cumulative.
As Fluid Life is performing the Services solely for the benefit of Customer, the Customer will indemnify Fluid Life, its affiliates and their partners, principals and personnel against all costs, fees, expenses, damages and liabilities (including defense costs) associated with any third party claim, relating to or arising as a result of the Customer’s use of the Deliverables, or this Agreement to the extent such is caused by the negligent or willful acts or omissions of the Customer’s personnel, subcontractor or agents.
General
Applicable sales taxes are extra and the responsibility of the Customer All quotes/ proposals given are valid for thirty ( 30) days only, unless otherwise stated.
