Terms & Conditions

We value customer relationships by backing our equipment with terms and conditions that exemplify fair and reasonable business practices.

These Terms and Conditions are entered into pursuant to, and are incorporated into all Equipment Rental Agreements to which these Terms and Conditions are attached.

In consideration of the covenants and agreements set forth in the Agreement and otherwise herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the parties agree as follows:

1. DEFINITIONS AND CONDITIONS

1.01 In these Terms and Conditions:

(a) "Agreement" has the meaning ascribed in the preamble hereto;
(b) "Company" means Kathairos Solutions Inc.;
(c) "Customer" means the party entering into the Agreement with the Company; and
(d) "Equipment" means all apparatus, machinery, technology, tools and ancillary services provided by the Company to the Customer pursuant to the Agreement;

1.02 Conditions of the Terms and Conditions:

(a) In the event of a conflict between these Terms and Conditions, and the Agreement the Agreement shall supersede and prevail;

2. RENTAL PAYMENTS

2.01 The Customer agrees to pay Rental Payments for the Equipment provided pursuant to the Agreement as set forth in the Agreement.

2.02 In addition to Rental Payments, the Company shall, if applicable, make charges for personnel, mileage, shipping and transportation, standby rentals, taxes (sales, use, or occupation), and other charges applicable to the Equipment as agreed to in writing by the parties in advance of incurring such costs or fees.

2.03 Any Equipment damaged by Customer or out of service, and in either case that is being repaired or replaced by the Company will be charged half Rental Payments until it is ready for service.

2.04 Rental Payments shall not be subject to any deduction while the Equipment is idle during the Term.

2.05 To secure the Customer's performance of its obligations hereunder, the Customer agrees that it will not release or sublease the Equipment to another party without the written consent of the Company.

2.06 By signing this Agreement, the Customer accepts full responsibility to pay to the Company:

(a) In the event of a total loss with respect to a unit of the Equipment, as determined by the Company, acting reasonably, the full replacement value of the unit of Equipment less deduction for depreciation; and
(b) In the event of a partial loss with respect to a unit of the Equipment, as determined by the Company acting reasonably, the proportionate replacement value of the unit of Equipment or the cost to repair the unit of Equipment. (c) Any amounts owing to Company pursuant to 3.06 (a) or (b) shall not exceed the Extended Rental Price for any unit of the Equipment.

2.07 The renter is responsible to ensure the all applicable safety requirements are met regarding pressure equipment operation as required by the governing bodies for the region In which the equipment is being installed. 2.08 The Company is responsible to ensure that the equipment is registered and licenced by the governing bodies of the region.

3. EQUIPMENT USES AND RISK

3.01 The Customer shall disclose to the Company all intended uses for the Equipment and shall not use, operate, maintain or store the Equipment improperly, carelessly or in violation of such disclosed uses, specific instructions by the Company, the terms and conditions of this Agreement, good oilfield practices, or any applicable laws or regulations.  

3.02 The Customer shall not permit the Equipment to be subject to any lien, charge, encumbrance, seizure or possession, by any third party whatsoever. In such event, the Customer shall promptly obtain the discharge of any encumbrance at its sole expense and the Customer shall indemnify and hold harmless the Company for any actions, claims, costs, damages and expenses arising as a result of such encumbrance.

3.03 At all times after delivery, the Customer is exclusively responsible for all costs and liabilities associated with:

(a) Installation of the Equipment, whether at the Customer's premises or elsewhere;
(b) Installation and maintenance of any safety equipment required for the use of the Equipment;
(c) Training of all personnel involved in the operation or maintenance of the Equipment; and
(d) Operation and maintenance of the Equipment in compliance with health and safety standards.

3.04 At all times after delivery, the Customer is exclusively responsible to undertake necessary precautions, adequate supervision and to provide proper devices in compliance with applicable health, safety and environmental standards. The  Customer shall be exclusively responsible at all times and shall indemnify and hold harmless the Company and its affiliates, agents, employees, directors, officers and shareholders from any actions, claims, costs (including legal costs on a solicit or ­client basis), damages and expenses (whether direct, indirect, special, consequential or otherwise), arising in connection with the Equipment as a result of:

(a) Loss of life or bodily injury to the Customer or its employees, agents, contractors or persons for whom it is at law responsible or anyone harmed, howsoever arising;
(b) Damage or destruction to any property, howsoever arising;
(c) Loss, theft, damage or destruction of the Equipment; except to the extent that such actions claims, costs, damages or expenses arise as a result of the gross negligence or willful misconduct of the Company.  If any of the Equipment Is involved in an incident or accident, it is the responsibility of the Customer to inform the Company forthwith, and to ensure the Equipment Is neither touched nor moved until confirmation has been received from the applicable pressure equipment regulatory authority that It is acceptable to do so.

3.05 The Company will defend, indemnify and save harmless the Customer from any and all liabilities, actions, proceedings, claims, demands, losses, costs (including legal costs on a solicitor-client basis) and damages whatsoever that the Equipment, or a part thereof, infringes any copyright, patent or other intellectual property right, provided that:
(a) the Customer notifies the Company in writing within 90 days of an infringement allegation made by a third party; (b) the Company has sole control of the defense and all related settlement negotiations; and
(c) the Customer provides the Company with reasonable assistance, information and authority to perform the Company's obligations under this section. The Company shall reimburse all costs and expenses incurred by the Customer in providing such assistance. In the event that the Equipment is determined or believed by the Company or the Customer, acting reasonably, to infringe such rights, the Company shall, at its sole expense, modify the Equipment to be non-infringing;

(i) obtain for the Customer a license to continue using the Equipment; or
(ii) refund all Rental Fees paid by the Customer relating to the Equipment. This section states the Company's entire liability and the Customer's exclusive remedy for infringement, misappropriation or related claims against the Company.

3.06 The Customer acknowledges that the Equipment may bear, contain, or produce hazards which may become (by chemical reaction or otherwise) hazardous to life, health or property, including without limitation, hazardous chemicals and other hazards which may become (by chemical reaction or otherwise) hazardous to life, health or property, including without limitation, hazardous chemicals and other hazards; flammable vapours and liquids, hot surfaces, hot gases, poisonous exhaust gases and high noise levels. At all times after the Delivery, the Customer shall be exclusively responsible to all persons exposed to such hazards.

3.07 The Equipment shall be used solely in the conduct of the business of the Customer and shall remain within Its possession and control at all times. The Equipment shall not be operated or maintained by anyone other than the duly qualified and authorized employees of the Customer and subject to the prior written consent of the Company, third party contractors.

4. MAINTENANCE AND DAMAGE

4.01 The Equipment shall not be repaired or maintained by anyone other than the duly qualified and authorized employees and delegates of the Company and all repairs and maintenance shall be covered by the Company. The Company agrees to provide necessary repairs to the Equipment as soon as reasonably practicable upon notice of any issues thereof.

4.02 The Company and its representatives shall be entitled to have access to inspect the Equipment upon notice during normal business hours.

5. WARRANTIES AND LIMITATIONS

5.01 Except where prohibited by applicable law, the provisions contained herein are in lieu of any other representations, warranties or covenants, express or implied, statutory or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose.

5.02 The Customer acknowledges and agrees that:

(a) The Equipment is of the quality, design, size, capacity, and manufacture selected by the Customer and delivered In good operating condition;
(b) The Customer has been provided with the opportunity to thoroughly inspect the Equipment, is satisfied that the Equipment is suitable for the Customer's purposes and hereby accepts this Equipment; and
(c) The Company has not made any representation, warranty, covenant or condition expressed or Implied, with respect to the Equipment or its merchantability, durability or fitness for a particular purpose.

5.03 Except as otherwise agreed to herein, the Customer acknowledges and agrees that the Company shall not be liable for any actions, claims, costs, damages or expenses (whether direct, indirect, special, consequential or otherwise), arising in connection with this Agreement or the Equipment or any inadequacy, deficiency or defect therein, or in the care and maintenance thereof, or any repairs, servicing or adjustments thereto, or any delay in providing or failure to provide any thereof, or any damage whatsoever and however caused.

5.04 The sole and exclusive remedy of the Customer under this Section 7 shall be the repair and/or replacement of any defective Equipment and shall not include any incidental or consequential damages except in the case of gross negligence or willful misconduct in the manufacture or servicing of the vessels by the Company. The Company agrees to provide necessary repairs and/or replacement to the Equipment as soon as reasonably practicable.

6. INSURANCE

6.01 At all times during the Term, the Customer shall maintain insurance of the types and in minimum amounts as follows:

(a) Comprehensive General Liability insurance having a limit of Two Million Dollars ($2,000,000) inclusive, per occurrence, for bodily injury, death and property damage,
(b) Employer's Liability insurance having a limit of One Million Dollars ($1,000,000) inclusive, per occurrence, for bodily injury, death and property damage,
(c) Worker's Compensation Insurance covering all the Customer's employees working on the operations and activities for which the Equipment is being used that complies with provincial, territorial or federal laws and regulations applicable to this Agreement; and
(d) Property insurance on the Equipment for the replacement value thereof.

6.02 The Customer will provide to the Company, upon request, copies of certificates of insurance as set out above.  

6.03 If the Customer fails to fulfill its insurance obligations hereunder, then, without prejudice to the Company's other rights and remedies, the Company shall have the right, but not the obligation, to procure insurance covering its interests (but not the Customer's interest) in the Equipment, all at the Customer's expense. Such expense (the "Insurance Expense"), shall be reimbursed by the Customer to the Company for all expenses related to acquiring the insurance. The Customer shall pay the Insurance Expense to the Company in equal instalments at the same time and in the same manner as the Rental Fees. The Company reserves the right to terminate any Insurance coverage which it may arrange, or all same to lapse, without incurring any liability to the Customer.

7. DEFAULTS AND TERMINATION

7.01 For the purposes of this Agreement, the occurrence of any of the following with respect to the Customer shall be an "Event of Default":

(a) Falling to pay any Rental Payments or other amounts due under this Agreement;
(b) Failing to perform, observe or comply with any other material provision of this Agreement, including without limitation, to use and maintain the Equipment in accordance with the terms and conditions hereof;
(c) Using or permitting the use of the Equipment in any manner or by any party that is not authorized hereunder;
(d) Ceasing to conduct its business as a going concern;
(e) Making any assignment for the benefit of its creditors, becoming insolvent, committing any act of bankruptcy, taking any action to wind up or dissolve, ceasing or threatening to cease to do business as a going concern, Is subject to a change In control in fact or in law or seeks any arrangement or compromise with its creditors; or
(f) Any proceeding in bankruptcy, receivership, winding-up, dissolution, liquidation or insolvency is commenced by or against the Customer or its property.

7.02 Upon the occurrence of an Event of Default, the Customer shall have a period of five (5) days from notification by the Company, in writing, to cure such a breach. Should the Customer fail to cure such a breach in the five (5) day period:

(a) All sums due or to become due hereunder shall immediately become due and payable;
(b) The Company by its agents may without notice or liability or legal process, enter into any premises of or under the control or jurisdiction of the Customer or any agent of the Customer, or upon which the Equipment may be located, or by the Company believed to be located, and repossess the Equipment, using force permitted by applicable laws;
(c) The Customer hereby expressly waives all further rights to possession of the Equipment and all claims for injury, damage, or loss suffered by the Customer through or caused by reason of such repossession;
(d) This Agreement shall terminate and be of no further force and effect, provided however, that such termination and repossession shall in no way relieve the Customer from its liability to pay the Company forthwith any monies payable hereunder;
(e) The Customer shall be liable for all costs of and incidental to such seizure and repossession, including legal costs (on a solicitor-client basis); and
(f) the Company may exercise the foregoing remedies and any and all other remedies available to it successively or concurrently and no remedy is Intended to be exclusive of any other remedy.

8. TITLE

8.01 Title to the Equipment shall remain at all times exclusively vested in the Company and the Equipment shall at all times be properly marked as the property of the Company. The Customer covenants and agrees that it shall not remove, modify, alter or In any way deface the Company's trade name, marking or serial numbers that appear on, or are located upon the Equipment.

8.02 Nothing contained herein shall be construed to create any relationship between the Company and the Customer other than that of a lessor and a lessee.

8.03 The Customer shall comply with all laws, regulations, policies and industry guidelines existing now or in the future which in any way relate to the ownership, possession, use or maintenance of the Equipment. The Customer shall indemnify and hold harmless the Company for any actions, claims, costs, damages and expenses arising as a result of any breach of this Section.

9. GENERAL

9.01 Whenever possible, each provision of this Agreement shall be interpreted to be effective and valid under applicable law. Any provision of this Agreement that is Invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without Invalidating or rendering unenforceable the remaining provisions hereof. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any provision hereof prohibited in any respect.

9.02 No waiver on behalf of any party hereto or of any breach of any of the covenants and provisions herein contained, whether negative or positive in form shall take effect or be binding upon it, unless the same be expressed in writing, and any waiver so expressed shall not limit or affect such party's rights with respect to any other or future breach. Delay in enforcing any or all the above terms and conditions shall not constitute a waiver or preclude any subsequent enforcement thereof.

9.03 Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery or by electronic means of communication addressed to the recipient as follows:  To the Company: Signing authority of the contract and address listed In the Agreement. To the Customer: Signing authority of the contract and address listed in the Agreement or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other.  

9.04 This Agreement shall ensure to the benefit of and be binding upon the successors and assigns of the Company and the Customer provided that nothing in this section shall affect the provisions of Section 10.03 hereof with respect to assignment.

9.05 The parties hereto shall be entitled to rely upon delivery of counterpart signatures on an executed facsimile or other electronic copy of this Agreement and such facsimile or other electronic copy shall be legally effective to create a valid and binding agreement among the parties hereto. This Agreement may be executed in as many counterparts as are necessary and all executed counterparts together shall constitute one agreement.