Terms & Conditions

1. Services Agreement

These Terms and Conditions ("Agreement") govern the recruitment and staffing services provided by VGM Partners Ltd. ("VGM Partners," "we," "us," or "our") to clients ("Client," "you," or "your"). By engaging our services, you agree to be bound by this Agreement.

This Agreement applies together with any proposal, fee schedule, or engagement letter agreed between VGM Partners and Client (each an "Engagement Letter"). If an Engagement Letter conflicts with this Agreement, the Engagement Letter prevails.

2. Scope of Services

2.1 Service Description

VGM Partners finds and introduces project professionals for power, utilities, grid, and data center construction projects. Our services include:

• Shortlists of professionals matched to a role and ranked by role, seniority, sector, and availability
• Permanent placements
• Contract staffing

2.2 Engagement Letters

The roles, fees, timelines, and any guarantees for each engagement will be set out in an Engagement Letter. Each Engagement Letter is incorporated into this Agreement by reference.

3. Client Responsibilities

The Client agrees to:

• Provide accurate and complete information about each role, including responsibilities, location, start date, and compensation
• Designate a primary point of contact for communication and decision-making
• Give timely feedback on professionals we introduce
• Make its own hiring decisions and carry out its own checks, such as references, licenses, certifications, background checks, and work authorization, as required by law and its own policies
• Comply with all applicable employment, labor, anti-discrimination, health and safety, and privacy laws
• Tell VGM Partners promptly if it offers a role to, hires, or engages any professional introduced by VGM Partners
• Make timely payment of all fees and expenses

4. Introductions, Fees, and Payment Terms

4.1 Introductions

A professional is introduced when VGM Partners shares their name or profile with the Client. If the Client or any of its affiliates hires or engages an introduced professional, directly or through a third party, within the period set out in the applicable Engagement Letter, the Client will pay VGM Partners the fee set out in that Engagement Letter.

4.2 Fees

Fees for permanent placements, contract staffing, and any other services will be set out in the applicable Engagement Letter.

4.3 Invoicing and Payment

Unless otherwise specified in the Engagement Letter:

• Invoices will be issued as set out in the Engagement Letter
• Payment is due within thirty (30) days of invoice date
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• All fees are exclusive of applicable taxes, which shall be added to invoices

4.4 Expenses

Client shall reimburse VGM Partners for reasonable pre-approved expenses incurred in connection with the services, including travel and accommodation. Expenses will be invoiced with supporting documentation.

5. Contract Staffing

Where VGM Partners supplies contract professionals, the Engagement Letter will set out the rates, timesheet and invoicing arrangements, and who engages each professional. The Client is responsible for directing their day-to-day work on site and for providing a safe workplace, including site-specific safety training and equipment.

6. Confidentiality and Candidate Information

6.1 Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party. Confidential information may not be disclosed to third parties or used for any purpose other than performing obligations under this Agreement, except:

• Information that becomes publicly available through no breach of this Agreement
• Information independently developed without use of confidential information
• Information required to be disclosed by law or court order
• Information disclosed with the disclosing party's written consent

These obligations survive termination of the Agreement for a period of five (5) years.

6.2 Candidate Information

Information about professionals that VGM Partners shares with the Client is personal information. The Client will use it only to assess those professionals for the role it was shared for, will not share it with anyone else without VGM Partners' written consent, and will protect it as required by applicable privacy laws.

7. Intellectual Property

VGM Partners retains all rights to its methods, software, data, tools, templates, and know-how, including the systems it uses to identify and rank professionals. Shortlists and reports we provide are for the Client's internal use in filling the roles they were prepared for.

8. Warranties and Disclaimers

8.1 Professional Standards

VGM Partners warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR AN ENGAGEMENT LETTER, VGM PARTNERS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VGM Partners does not guarantee that any professional will be available, will accept an offer, or will perform to the Client's expectations. Information about professionals comes from public records, licensed data, and what professionals tell us, and we cannot guarantee that it is complete or accurate.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• VGM PARTNERS' TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM
• VGM PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES
• CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CLAIM AROSE

10. Term and Termination

10.1 Term

This Agreement commences when the Client first engages our services and continues until all engagements are complete or the Agreement is terminated.

10.2 Termination for Convenience

Either party may terminate this Agreement upon thirty (30) days' written notice. Client shall pay for all services performed and expenses incurred through the termination date, and any fees that become due under section 4.1.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within fifteen (15) days
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

10.4 Survival

Sections relating to introductions, fees, confidentiality, candidate information, intellectual property, warranties, limitation of liability, and dispute resolution survive termination.

11. Independent Contractor

VGM Partners is an independent contractor, not an employee or agent of Client. Nothing in this Agreement creates a partnership, joint venture, or agency relationship. VGM Partners is solely responsible for all taxes, insurance, and benefits for its own personnel.

12. Dispute Resolution

12.1 Negotiation

The parties agree to first attempt to resolve any dispute through good faith negotiations between senior representatives.

12.2 Arbitration

If negotiations fail, disputes shall be resolved through binding arbitration in Toronto, Ontario under the rules of the ADR Institute of Canada. The arbitrator's decision shall be final and binding.

12.3 Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13. General Provisions

13.1 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that VGM Partners may assign to an affiliate or in connection with a merger or sale of business.

13.2 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control, including acts of God, war, strikes, or government restrictions.

13.3 Entire Agreement

This Agreement, together with any Engagement Letters, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

13.4 Amendments

This Agreement may only be amended by written agreement signed by both parties.

14. Contact Information

For questions regarding these Terms & Conditions, please contact:

VGM Partners Ltd.

330 Bay Street, Suite 1400
Toronto, ON M5H 2S8, Canada

Email: info@vgmpartners.net

Website: www.vgmpartners.net