CLEARSPACE
VENDOR TERMS AND CONDITIONS
Clearspace Offices Inc.
Vendor Terms & Conditions
These Vendor Terms & Conditions (“Terms”) apply to all vendors, subcontractors, suppliers, consultants, and service providers (“Vendor”) engaged by Clearspace Offices Inc. (“Clearspace”).
By providing goods or services to Clearspace, the Vendor agrees to be bound by these Terms, unless otherwise agreed in writing.
1. Governing Documents & Order of Precedence
These Terms apply to all purchase orders, work orders, agreements, and engagements issued by Clearspace.
In the event of conflict, the following order of precedence applies:
Executed written agreement with Clearspace
Clearspace Purchase Order or Work Order
These Vendor Terms & Conditions
Vendor’s quote or proposal
Vendor terms or conditions contained in quotes, invoices, or acknowledgements are expressly rejected unless accepted in writing by Clearspace.
2. Scope of Work
Vendor shall perform only the scope expressly authorized by Clearspace in writing.
Any change, substitution, or deviation requires prior written approval from Clearspace.
Unauthorized work is performed at the Vendor’s sole risk and expense.
3. Pricing
Pricing shall be fixed unless otherwise agreed in writing.
All pricing must align with the approved scope, drawings, and specifications.
4. Invoicing & Payment (Project Work)
Invoice Review & Payment Timing
For all project-related trade invoices, payment terms commence only once the invoice has been formally approved in Procore.
Clearspace will review and either approve or reject invoices within the billing period in which the invoice is received, provided the invoice is complete, accurate, and compliant.
Invoices that are incomplete, incorrect, or non-compliant will be rejected and must be corrected and resubmitted. Payment terms restart upon approval.
Clearspace may withhold payment for defective, incomplete, disputed, or non-compliant work.
Procore Submission Requirement
All invoices associated with Procore-issued Purchase Orders must be submitted through Procore.
Invoices submitted via email, mail, or other means will not be accepted or processed.
Clearspace bears no responsibility for payment delays resulting from invoices submitted outside of Procore.
Pay-When-Paid
Payment to the Vendor for project-related work is expressly contingent upon Clearspace’s receipt of payment from the client for the corresponding work.
Vendor acknowledges and agrees that Clearspace has no obligation to make payment until client funds are received.
This provision constitutes a pay-when-paid condition and is a material term of engagement.
Set-Off
Clearspace may deduct or set off any amounts owed by Vendor against amounts otherwise payable.
5. Taxes
Vendor is responsible for all applicable taxes, duties, and remittances, including HST/GST, payroll taxes, and WSIB.
Clearspace may withhold amounts required by law.
6. Schedule & Time
Time is of the essence.
Vendor shall meet all project schedules and milestones.
Vendor is responsible for delays caused by its acts or omissions.
Clearspace may recover costs, damages, or back-charges arising from Vendor-caused delays.
7. Quality & Standards
All work must:
Meet or exceed industry best practices
Comply with all applicable laws, codes, and standards
Conform to approved drawings, specifications, and submittals
Defective work shall be corrected promptly at Vendor’s expense.
Payment or acceptance does not waive Clearspace’s rights.
8. Safety & Compliance
Vendor is solely responsible for safety of its workers, subcontractors, and operations.
Vendor shall comply with all occupational health and safety legislation, site rules, and Clearspace safety policies.
Clearspace may remove any Vendor personnel for safety or compliance violations.
9. Insurance
Vendor shall maintain, at its own cost:
Commercial General Liability (minimum $2,000,000 per occurrence)
Workers’ Compensation / WSIB coverage
Automobile Liability (where applicable)
Any additional insurance reasonably required by Clearspace or the project
Certificates must be provided upon request and prior to commencing work.
10. Indemnification
Vendor shall indemnify and hold harmless Clearspace, its clients, and their respective directors, officers, employees, and agents from all claims, losses, damages, costs, and expenses arising out of:
Vendor’s work or materials
Breach of these Terms
Negligence or willful misconduct of Vendor or its personnel
11. Warranty
Vendor warrants that all work and materials will be:
New (unless otherwise approved)
Free from defects
Fit for their intended purpose
Warranty period shall be no less than twelve (12) months from substantial completion, or longer if required by contract or law.
Warranty obligations survive payment and project close-out.
12. Lien Waivers & Statutory Declarations
Vendor shall provide statutory declarations, lien waivers, releases, and proof of payment to subcontractors and suppliers as reasonably requested.
Clearspace may withhold payment pending receipt of satisfactory documentation.
13. Confidentiality
Vendor shall keep confidential all project, pricing, client, and business information.
Confidential information shall not be disclosed or used for any purpose outside performance of the work.
14. Intellectual Property
All drawings, designs, documents, and materials created for Clearspace become the property of Clearspace upon payment, unless otherwise agreed in writing.
Vendor grants Clearspace a perpetual, royalty-free license to use such materials for the project.
15. Termination
Clearspace may terminate Vendor’s engagement:
For convenience, upon written notice
Immediately for cause, including breach, delay, safety violations, or insolvency
Upon termination, Vendor shall cease work, secure the site, and deliver all work-in-progress.
Clearspace shall pay only for properly performed, authorized work to the termination date.
16. No Assignment
Vendor may not assign or subcontract its obligations without Clearspace’s prior written consent.
17. Independent Contractor
Vendor is an independent contractor and not an employee, partner, or agent of Clearspace.
18. Governing Law
These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
The courts of Ontario shall have exclusive jurisdiction.
19. Survival
Provisions relating to payment, indemnification, warranty, confidentiality, intellectual property, and dispute resolution survive completion or termination.
20. Acceptance
Commencing work, delivering goods, or submitting an invoice constitutes acceptance of these Vendor Terms & Conditions.