Project Management Agreement
Last updated: April 24, 2021
Welcome to Billdr!
The following general terms and conditions (this « Project Management Agreement ») consist of an agreement that is in full force and effect between the client (« Client » or « Owner ») and Billdr inc. and its subsidiaries (« Billdr », « Manager », « we » or « our »), governing the project management services provided by Billdr to the Client.
By accepting these terms and conditions, you expressly acknowledge that you understand and agree with the terms and conditions set out in this Project Management Agreement.
1. The Owner and the Manager hereby enter into this Project Management Agreement pursuant to which the Owner retains the services of the Manager to manage certain aspects of the renovation and/or construction project of the Owner (the « Project »). For the purposes of the present agreement, the Owner and the Manager shall be collectively referred to as the « Parties » or individually as the « Party ».
2. In consideration of the Manager: (i) managing certain aspects of the Project as described in this Project Management Agreement; and (ii) providing certain related services to the Owner in connection with the Project, the Owner agrees to pay to the Manager a fee for such services (« Project Management Fees »).
3. In consideration of the Project Management Fees, the Manager shall carry out and perform the following duties and responsibilities, and shall provide the following services (the « Services »):
Visit site 1 or 2 times per week to document progress and take photos;
Issue a weekly progress report to the Owner and the entrepreneur;
Raise potential issues and concerns to Owners and entrepreneurs;
Ensure any change orders are properly documented and signed by the Owner and the entrepreneur;
Support the Owner in making informed decision by providing them with objective data, potential options, and additional resources to facilitate their decision making;
Coordinate regular check-ins between the Owner and entrepreneur to ensure regular communication and transparency;
Assist the Owner in checking and documenting any deficiencies; and
Issue a final project report with all documentation collected throughout the project execution.
4. The parties acknowledge and agree that the Services to be provided by the Manager specifically exclude (a) directing or supervising work on-site, (b) performing construction work, (c) providing input into means/methods of construction, (d) providing engineering or design support, (e) providing recommendations to Owner on construction-related decisions, and (f) making construction-related decisions on behalf the Owner or entrepreneur.
5. Notwithstanding anything hereinbefore or hereinafter provided to the contrary, it is expressly understood and agreed that any and all statements, representations, calculations, measurements, dimensions and other relevant information contained in (or referred to in) any engineering, architectural, mechanical or any other types of plans, specifications, drawings and/or documents of any kind whatsoever, including without limitation the plans and specifications, provided by the Owner or prepared or provided by any entrepreneur, architect, consulting engineers or other professionals retained in respect of the Project (the « Documentation ») is, if provided by the Owner, furnished for general information only, and shall at no time be deemed or construed to constitute a warranty or guarantee of the Owner or the Manager, or be binding on the Owner or the Manager, or otherwise be considered to be a representation by (or on behalf of) the Owner or the Manager. The Manager shall not be liable for damages or costs resulting from errors, inconsistencies or omissions in the Documentation.
6. Any approvals required to be made by the Owner shall be given by it as and when required for the expeditious and economical completion of the Project within a reasonable period of time so as not to delay the performance by the Manager of its services hereunder.
7. The Manager shall not be responsible for any costs, liabilities or damages arising from any errors in, or delays resulting from, any information given, to be given or not given by the Owner or decisions made, to be made or not made by the Owner, and provided that the Manager has complied with the terms hereof, the Owner shall and does hereby agree to indemnify and save the Manager harmless from and against all third party costs, liabilities or damages suffered or incurred by the Manager arising from any errors in, or delays resulting from the foregoing. The Manager bears no liability for any damage or loss resulting from the actions or inactions of the entrepreneur retained by the Owner through the Manager’s platform.
8. The Manager does not assume any of the duties of the constructor under the Occupational Health and Safety Act (Ontario) or any other similar laws or regulations in other provinces, as applicable.
9. In consideration of the Services to be provided by the Manager, the Owner covenants and agrees to pay to the Manager the Project Management Fees indicated [through the Manager’s platform at the moment of confirming your Project] and all applicable taxes, the whole in accordance with the general terms and conditions of payment the Owner and the Manager have entered into.
10. The Project Management Agreement comes into effect the moment you accept those terms and conditions and until the Project is completed. The Project Management Agreement can be terminated:
By the Owner, without motive, with seven (7) business days advance notice given to Manager in which case all costs already engaged shall be promptly reimbursed to the Manager; or
By any party, effective immediately, without notice, as a result of a breach by a party of such party’s obligations under this Project Management Agreement or under other agreements or policies adopted by the Manager at different times; and
By the Manager, effective immediately, without notice, as a result of the termination of the general terms and conditions of service and/or the general terms and conditions of payment entered into between the Owner, the Manager and the entrepreneur.
Owner understands that the termination of this Project Management Agreement will result in the immediate termination of the general terms and conditions of service and the general terms and conditions of payment entered into between the Owner, the Manager and the entrepreneur and the deactivation of the Owner’s Billdr Account.
Provisions that, by their nature, must continue past the termination of this Project Management Agreement will continue to be in effect despite the termination. In the event of a termination of this Project Management Agreement, the Owner will remain responsible for ongoing obligations towards the Manage and agrees to promptly pay any outstanding amount owed to the Manager and/or the Entrepreneur to the Manager.
11. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW FOR AN AGREEMENT TO INSIST ON ARBITRATION IN THE EVENT OF A DISPUTE OR THAT THE OWNER RENOUNCES RIGHTS THAT THE OWNER CLAIMS TO HAVE IN ORDER TO INITIATE LEGAL PROCEEDINGS RELATED TO A DISPUTE THAT THE OWNER CLAIMS TO HAVE AGAINST THE MANAGER, AND IN SUCH A SITUATION, SOME OR ALL OF THE PROVISIONS PROVIDED FOR BELOW RELATIVE TO OBLIGATORY ARBITRATION AND THE RENUNCIATION OF THE OWNER’S RIGHTS MAY NOT APPLY TO THE OWNER AND THE OWNER MAY HAVE THE RIGHT TO INITIATE LEGAL PROCEEDINGS.
12. If a dispute arises related to the interpretation of or in regards to something lacking in this Project Management Agreement or its termination, the Parties must attempt to negotiate in good faith.
13. If the dispute cannot be resolved in good faith, it must then be resolved in a definitive manner through arbitration involving a single arbitrator. If the Project is located in Québec, the dispute shall be resolved in accordance with the provisions of articles 624 et seq. of the Quebec Civil Procedure Code, on the understanding that the proceedings must take place in the district of Montreal, province of Quebec, unless otherwise specified by the Parties in question. If the Project is located in Ontario, the proceedings must take place in the district of Toronto, province of Ontario, unless otherwise specified by the Parties in question
14. Any judgement, decision or assignment rendered by an arbitrator in accordance with the present section must: i) be final and bind the Parties, ii) not be subject to any other procedure before common law courts other than those necessary for the ratification and enforcement of the decision by a court having appropriate competence in the matter, iii) not be disclosed to third parties unless such a disclosure is deemed necessary by the law in order to enforce the decision or for other reasons.
Arbitration fees including professional rates and the disbursements of the Parties involved are assigned by the arbitrator according to his/her own judgment in the circumstances.
15. This Project Management Agreement, as well as any norms or policies adopted occasionally by the Manager relatively to the Services will be interpreted and governed in accordance with the laws of the Province of Quebec and Canada if the Project takes place in the Province of Quebec. If the Project takes place in the Province of Ontario or elsewhere other than the Province of Quebec, this Payment Agreement, as well as any norms or policies adopted occasionally by the Manager relatively to the Services will be interpreted and governed in accordance with the laws of the Province of Ontario and Canada.
16. In the event that the Owner must undertake the arbitration process as a consumer, the Owner accepts to submit the dispute to the non-exclusive jurisdiction of a provincial Court of Quebec or to a Court in the jurisdiction where the Owner resides. If the Manager wishes to initiate proceedings against the Owner and the Owner is a consumer, the Manager may do so at the Court in the jurisdiction in which the Owner resides. If the Owner is a business and not a consumer, the Owner agree to submit the dispute to the arbitration process described above.
17. If any provision of this Agreement is or becomes invalid or non-binding, the parties will continue to be bound by the other provisions of this Project Management Agreement. The Owner accepts that this Project Management Agreement and the entirety of the Project Management Agreement as defined as an integral part of it can be automatically ceded by the Manager at its sole and absolute discretion without notifying the Owner, subject to applicable laws.
18. Unless otherwise indicated, all notices to the Manager must be sent by certified mail, postage prepaid and with acknowledgment of receipt to:
Billdr inc. and its subsidiaries.
4000 St Ambroise St, Suite 299, Montreal
Any notice addressed to the Owner will be delivered through the Billdr platform or via the email address or postal address that the Owner provided to the Manager when creating the Owner’s Billdr Account.
19. Nothing contained in this Project Management Agreement, or otherwise arising herefrom, shall be deemed or construed to constitute either of the parties hereto as the partner of the other party hereto, nor shall anything contained in this agreement be deemed to constitute either of the parties hereto as the agent for the other party hereto, except as may be expressly provided for (or contemplated) herein. The Manager, in carrying out the Services in accordance with the terms of this Project Management Agreement, does not, at any time, act as an agent of the Owner nor or the entrepreneur.
20. This Project Management Agreement, together with the general terms and conditions of service and general terms and conditions of payment, establish the complete agreement between the Owner and the Manager concerning the intended purposes herein and takes precedence over any previous agreements concluded between the Parties be they verbal or written.
For any questions related to the Project Management Agreement or the Services, please contact our customer service department at [email protected]