Terms of Use

1. About these terms

These Terms of Use (“Terms”) govern access to the ScopeCycle contractor portal (the “Portal”) operated by Onni Contracting Ltd., a member of the Onni Group of Companies (“Onni”, “we”, “us”, “our”). They apply to every contractor, subcontractor, consultant, and other counterparty of Onni that uses the Portal, and to every individual who accesses the Portal on such a counterparty’s behalf.

Handling of personal information in the Portal is separately described in the ScopeCycle Privacy Policy and the corporate Onni Privacy Policy at onni.com/privacy.

2. Definitions

Contractor / your organisation

The contractor, subcontractor, consultant, or counterparty on whose behalf you access the Portal and that is a party to an underlying contract with Onni in respect of the project.

Change Order

A request by your organisation to amend the scope, price, or schedule of work under an underlying contract with Onni, and the record of Onni’s review, approval, and execution of that request.

Invitation

An email from the Portal inviting you to access a specific project, change order, or approval step.

Portal

The ScopeCycle contractor portal and all features made available through it.

Submission

Any information, document, or file your organisation provides to Onni through the Portal, including pricing, scope descriptions, cost-code allocations, comments, attachments, and signatures.

Underlying Contract

The signed prime contract, subcontract, consulting agreement, or purchase order between your organisation and Onni, together with all change orders executed under it.

You / your

The individual accessing the Portal. Where these Terms impose obligations on you, your organisation is also bound to the same obligations, and you represent that you are authorised to bind your organisation.

3. Acceptance and scope

By signing in to the Portal, accepting an Invitation, or making a Submission, you and your organisation agree to these Terms. If you do not agree, do not sign in and do not use the Portal. These Terms are a binding agreement between your organisation and Onni with respect to use of the Portal.

These Terms do not change, add to, or reduce the commercial terms of the Underlying Contract. They govern use of the Portal as a tool; the Underlying Contract governs the commercial relationship between your organisation and Onni (see Section 9).

4. Eligibility

The Portal is made available only to counterparties of Onni who have received an Invitation for a specific project, change order, or approval step. Access is restricted to the individuals your organisation designates. You must be at least the age of majority in your jurisdiction and authorised by your organisation to use the Portal.

5. Access and account security

Access is granted through an email-based authentication mechanism. You must:

• use only an email address that is yours, assigned to you by your organisation, and associated with your work on behalf of your organisation;
• keep your Portal credentials confidential and not share Invitations, authentication emails, or session links with anyone;
• not allow another person to use your account, use another person’s account, or impersonate another contractor;
• sign out at the end of each session on any shared or public device, and lock personal devices when unattended;
• notify Onni at [email protected] as soon as you become aware of any unauthorised access to the Portal or compromise of an account.

6. Accuracy of information

You and your organisation are responsible for the accuracy, completeness, and currency of every Submission. This includes pricing, quantities, scope descriptions, cost-code allocations, schedule-impact statements, attachments, and any representations made in comments. If a Submission contains an error, you must promptly revise or withdraw it through the Portal or notify Onni.

7. Representations and warranties

By using the Portal and making Submissions, your organisation represents and warrants that:

• it has the authority to enter into these Terms and to bind itself through the actions taken in the Portal;
• each Submission is made by an authorised representative of your organisation, is accurate and complete in all material respects, and does not infringe the rights of any third party;
• each Submission, and the use of the Portal, complies with all applicable laws, regulations, licences, and professional obligations of your organisation;
• the individual applying a digital signature in the Portal has been duly authorised to execute the related change order on behalf of your organisation;
• no Submission contains malware, harmful code, or content that is illegal, defamatory, discriminatory, or infringing.

8. Digital signatures and electronic execution

When a duly authorised representative of your organisation applies a digital signature to a change order in the Portal, that signature is intended to execute the change order and to bind your organisation to its terms in the same manner as a handwritten signature on the change-order document, as permitted by applicable law, including the United States Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as enacted by the applicable state, and, in Canada, the Electronic Transactions Act (British Columbia) and any equivalent or successor electronic-transactions or electronic-commerce legislation applicable to the transaction.

Your organisation consents to the use of electronic signatures and electronic records for the execution of change orders under the Underlying Contract. The record of the signature, the identity of the signatory, the applicable approval tier, and the timestamp are stored in the Portal and may be produced as evidence of execution.

To support the integrity of that record, ScopeCycle binds each signature, together with the identity of the signatory, the approval tier, the server-recorded date and time, and the network address from which it was applied, into a cryptographic hash. The hash is sealed with an application key, written to an append-only audit log maintained separately from the signed record, and may additionally be timestamped by an independent third-party time-stamping authority. ScopeCycle ordinarily sends the signatory a confirmation email containing the verification hash, giving your organisation an independent copy of the record. These measures are intended to make the signature record tamper-evident and independently verifiable.

Your organisation is responsible for ensuring that only persons with proper authorisation apply digital signatures in the Portal. A signature applied by a person with apparent authority, using the credentials of a Portal user of your organisation, will be treated by Onni as a valid execution of the change order unless your organisation has previously notified Onni in writing that the person is not authorised.

9. Relationship to the Underlying Contract

The Portal is a submission, review, and execution tool. It does not amend the Underlying Contract or create any new commercial relationship between your organisation and Onni. The Underlying Contract, together with the change orders executed under it, remains the authoritative legal agreement. In the event of a conflict between a Submission (or anything else in the Portal) and the signed Underlying Contract or an executed change order, the signed document governs.

10. Permitted use

You may use the Portal only:

• to submit, revise, review, and execute change orders assigned to your organisation;
• to exchange information with Onni concerning those change orders;
• within the scope of your organisation’s Underlying Contract with Onni;
• in accordance with these Terms and applicable law.

11. Prohibited use

You and your organisation must not:

• access or attempt to access projects, change orders, or data belonging to any other contractor or counterparty of Onni;
• probe, scan, stress-test, or reverse-engineer the Portal, its infrastructure, or its service providers;
• attempt to circumvent authentication, authorisation, rate-limiting, or other access controls;
• introduce any malware, exploit, scraper, bot, or automated agent into or against the Portal;
• use the Portal to submit false, fraudulent, or misleading information, or to backdate or alter a recorded decision;
• use the Portal to harass, threaten, discriminate against, or otherwise harm any individual;
• use the Portal in any way that violates applicable law, the Underlying Contract, or any professional, health-and-safety, or licensing obligation of your organisation.

12. Suspension and termination

Onni may suspend, restrict, or terminate access to the Portal, for your organisation or for any individual, at any time, with or without notice, where Onni reasonably believes:

• you or your organisation has breached these Terms or an Underlying Contract;
• a security risk or suspected unauthorised access has arisen;
• the underlying business relationship has ended, has been terminated, or is under a hold permitted by the Underlying Contract;
• continued access is not otherwise appropriate.

Termination of Portal access does not terminate the Underlying Contract. Onni will retain Submissions and the related audit record in accordance with the ScopeCycle Privacy Policy and our retention practices.

13. Privacy and data handling

Onni’s handling of personal information provided through the Portal is described in the ScopeCycle Privacy Policy. Each of your organisation and Onni is independently responsible for compliance with applicable privacy and data-protection law in respect of the personal information each of you processes. In respect of personal information your organisation submits on behalf of its own staff or third parties, your organisation remains responsible as the accountable party under applicable privacy law.

Your organisation represents that it has provided all notices to, and obtained all consents or other lawful bases from, its personnel and any other individuals whose personal information appears in Submissions.

14. Cross-border processing consent

The Portal, its database, and its associated services are hosted in the United States by third-party service providers identified in the ScopeCycle Privacy Policy. By using the Portal and making Submissions, you and your organisation consent to the transfer of Submissions and associated personal information to, and their storage and processing in, the United States for the purposes of administering the change-order workflow.

15. Confidentiality

Each party will hold in confidence any non-public information of the other party disclosed through the Portal, including pricing, contract terms, project details, and personnel information, and will use such information only for the purposes of the Underlying Contract and these Terms. This section is in addition to any confidentiality obligation under the Underlying Contract; in the event of conflict, the Underlying Contract governs.

16. Intellectual property

The Portal, including all software, interfaces, templates, documentation, and trademarks, is the property of Onni and/or its licensors and is protected by Canadian and foreign intellectual-property laws. Nothing in these Terms grants your organisation any ownership, licence, or right to the foregoing, except a limited, non-exclusive, non-transferable right to access and use the Portal for the purposes permitted in Section 10 for the duration of the Underlying Contract.

Your organisation retains ownership of the content of its Submissions. Your organisation grants Onni a non-exclusive, royalty-free, worldwide licence to use, reproduce, store, display, and process Submissions as necessary to operate the Portal, administer the Underlying Contract, and satisfy legal or regulatory obligations.

17. Service modifications

Onni may modify, add, or remove features of the Portal at any time, with or without notice. Onni may also suspend access to the Portal for maintenance, security, or business reasons.

18. Indemnification

Your organisation will defend, indemnify, and hold harmless Onni and its affiliates, directors, officers, employees, and agents from and against any claim, demand, action, or proceeding, and any resulting loss, liability, damage, cost, or expense (including reasonable legal fees), to the extent arising out of or relating to:

• any breach by you or your organisation of these Terms;
• any breach of a representation or warranty by your organisation in Section 7, including any inaccuracy in a Submission or lack of authority of a signatory;
• the unauthorised use of a Portal account under your organisation’s control;
• any violation by you or your organisation of applicable law in connection with use of the Portal.

This indemnity is in addition to, and does not replace, any indemnity your organisation has given under the Underlying Contract. Onni will promptly notify your organisation of any claim subject to this section and, at your organisation’s reasonable cost, cooperate in its defence.

19. No warranty

The Portal is provided on an “as is” and “as available” basis. Onni makes no warranties or representations of any kind with respect to the Portal, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, uptime, accuracy, or error-free operation. Your organisation remains responsible for the accuracy of its Submissions regardless of any apparent behaviour of the Portal.

20. Limitation of liability

To the maximum extent permitted by law, neither Onni nor its affiliates, licensors, suppliers, agents, or personnel will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or relating to the Portal or these Terms, whether based in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise, and whether or not foreseeable.

Without limiting the foregoing, Onni’s total aggregate liability under these Terms for any and all claims arising out of or relating to the Portal will not exceed one hundred Canadian dollars (CA$100).

Nothing in this Section 20 limits or excludes Onni’s liability where that liability cannot lawfully be limited or excluded, or limits or excludes any right or remedy your organisation has under the Underlying Contract, which remains the authoritative agreement in respect of the commercial relationship between your organisation and Onni.

21. Dispute resolution

Before commencing any proceeding arising out of or relating to the Portal or these Terms, the parties will attempt in good faith to resolve the dispute through discussion between a senior representative of Onni and a senior representative of your organisation for a period of at least thirty (30) days following written notice of the dispute. This section does not prevent either party from seeking injunctive or other equitable relief to protect confidential information or intellectual property.

Any dispute not resolved through discussion may be brought before the courts identified in Section 29. Where the Underlying Contract provides for mandatory arbitration or another dispute-resolution forum in respect of the subject matter of the dispute, that forum governs and this Section 21 yields to it.

22. Force majeure

Onni is not responsible for any failure or delay in operating the Portal to the extent caused by events outside its reasonable control, including acts of government, natural disasters, fire, flood, pandemic, war, civil unrest, labour disputes, failure of the internet or of third-party infrastructure, or failure of our service providers.

23. Notices

Notices to your organisation under these Terms may be given by email to the email address on file for your Portal users, by posting inside the Portal, or by any other means reasonably calculated to reach you. Notices to Onni under these Terms must be sent to [email protected] with the subject line “ScopeCycle Terms – Contractor”. Either party may change its notice address by giving notice under this section.

24. Assignment

Neither you nor your organisation may assign or transfer any right or obligation under these Terms without Onni’s prior written consent. Onni may assign these Terms to any affiliate or to any successor in a merger, acquisition, or reorganisation.

25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision is to be read down to the minimum extent necessary to make it valid, or severed if it cannot be read down, and the remaining provisions continue in full force and effect.

26. Entire agreement

These Terms, together with the Underlying Contract and the ScopeCycle Privacy Policy, constitute the entire agreement between your organisation and Onni with respect to use of the Portal and supersede any prior understandings on that subject. The Underlying Contract prevails over these Terms in respect of the commercial relationship between the parties.

27. Survival

Sections 7 (Representations and warranties), 8 (Digital signatures and electronic execution), 9 (Relationship to the Underlying Contract), 11 (Prohibited use), 15 (Confidentiality), 16 (Intellectual property), 18 (Indemnification), 19 (No warranty), 20 (Limitation of liability), 21 (Dispute resolution), 23 (Notices), and 29 (Governing law), and any other provision that by its nature should survive, survive termination of your organisation’s access to the Portal.

28. Changes to these Terms

These Terms may be updated from time to time, and the new version becomes effective immediately once posted in the Portal. It is the responsibility of your organisation to ensure that its Portal users have read and understood the latest version.

Onni will update these Terms as required to keep current with applicable laws and operational changes to the Portal. Where a change affects the rights or obligations of your organisation in a material way, we will notify active Portal users by email or by posting a prominent notice in the Portal. By continuing to use the Portal after a modified version has been posted, you and your organisation accept the changes.

Changes to these Terms do not amend the Underlying Contract. In the event of a conflict between a modified version of these Terms and the Underlying Contract, the Underlying Contract governs.

29. Governing law

These Terms are governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties irrevocably attorn to the exclusive jurisdiction of the federal and provincial courts in Vancouver, British Columbia, Canada, for any dispute arising out of or relating to these Terms or the Portal, subject to Section 21.

These governing-law and forum provisions apply to use of the Portal as a tool and do not displace the governing-law or dispute-resolution provisions of the Underlying Contract, which continue to govern the commercial relationship between your organisation and Onni. Where your organisation accesses the Portal from outside Canada, including from within the United States, the governing-law and exclusive-forum provisions of this section apply only to the extent permitted by the applicable law of that jurisdiction, and any mandatory statutory rights of your organisation under that law are unaffected.

30. Contact

Questions, notices, or concerns about these Terms can be sent to:

• By email: [email protected] (subject: “ScopeCycle Terms – Contractor”)
• By mail: Onni Contracting Ltd., Attn: Legal, 200 – 1010 Seymour Street, Vancouver, BC V6B 3M6, Canada