Vertex Access LLC Standard Service Terms

VERTEX ACCESS LLC STANDARD SERVICE TERMS

Issued June 1, 2014

Updated September 18, 2014

SCOPE OF SERVICES

Vertex Access LLC will only perform those services specifically agreed to in writing,
and will not be responsible for any matters beyond the agreed-upon, written scope of
services. Any descriptions, statements, comments or expressions made reflect the
opinion or observations of the Vertex Access examiner based solely upon data
available at the time, and are not intended, nor can they be construed, as
representations or warranties as to the actual circumstances. Vertex Access LLC will
provide equipment and labour qualified to provide the services set forth in the
applicable written scope of services utilizing the procedure(s) and acceptance criteria
specified by its client (Client) and specifically set forth in the written scope of
service. Client and/or the owner-operator shall at all times remain responsible for all
engineering, repair, modification and use decisions including without limitation
decisions such as what to install, inspect or repair, the frequency of inspections and
repairs, the technician or methods to be used, the procedures, codes and acceptance
criteria to be followed, whether additional Quality Assurance enhancements offered
by Vertex Access LLC ( such as a dedicated Site Supervisor) will be provided and the
final disposition of all assets inspected and/or repaired by Vertex Access LLC. Unless
Client has contracted with Vertex Access LLC to provide a dedicated Site Supervisor
at Clients cost, Client acknowledges that day-to-day supervision of Vertex Access
LLC employees shall be provided by Client and/or the owner. It is understood that
Vertex Access LLC is an independent contractor and not an employee or agent of
Client. The results of Vertex Access LLC services shall be used only for Clients
internal purposes.

STANDARD OF CARE

Vertex Access LLC shall perform its services within a reasonable standard of care or
skill consistent with applicable industry standards. NO OTHER WARRANTY,
EXPRESSED OR IMPLIED, IS MADE OR INTENDED BY VERTEX ACCESS
LLC, AND ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. In the
event of any breach of this warranty, Vertex Access LLC sole, and exclusive
obligation will be to correct or re-perform the deficient service or, at Vertex Access
LLC option, to refund the amount paid for the deficient service.








Vertex Access LLC Standard Service Terms
LIMITATIONS OF LIABILITY

Vertex Access LLC does not assume any liability or responsibility for losses or
damages such as personal injuries and property damages except and only to the extent
directly caused by the wilful or negligent misconduct of Vertex Access LLC in the
course of performing the requested services. In no event shall Vertex Access LLC
aggregate liability for any reason, in connection with any claim asserted, exceed the
amount paid for the services in question.

Vertex Access LLC shall not be held responsible or liable for any loss, damage or
delay caused by accidents, strikes, fires, floods, or other circumstances or causes
beyond it control, including actions taken or not taken by Client or other Third
parties. IN NO EVENT SHALL VERTEX ACCESS LLC BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO
REPUTATION, LOST BUSINESS OPPORTUNITIES, LOST PROFITS,
GOODWILL, DOWNTIME, OVERHEAD EXPENSES, LOSS OF USE,
BUSINESS INTERRUPTION, DATA LOSS OR OTHER ECONOMIC LOSS.

PAYMENT AND OTHER TERMS

Pricing is based on Vertex Access LLC standard service techniques and protocols
unless otherwise specifically stated. Any request for non-standard techniques or
protocols in performing the services must be identified by Client and accepted by
Vertex Access LLC in writing prior to commencement. Payment in full shall be made
within 30 days of the date of invoice, and thereafter a late charge of 12% at an
annualized rate on outstanding accounts may be charged. Vertex Access LLC also
reserves the right to charge for any extra costs that are incurred as a result of delays,
cancellations, or postponements resulting from Clients instructions, lack of
instructions or mistakes for which Vertex Access LLC is not responsible.

Any purported variation of these Standard Service Terms shall have no effect unless
expressly agreed to in writing and signed by an authorized representative of Vertex
Access LLC. The provisions of these Standard Service Terms are severable and in the
event any provision is held to be unenforceable, the remaining provisions will
continue in full force and effect. Should any type of dispute arise, these Standard
Service Terms shall be governed by and construed in accordance with the laws of the
location where the services in question were performed without regard to conflict of
law principles.

Unless otherwise specified in a quote or other document signed by Vertex Access
LLC, rates are based upon regular working hours Monday - Friday (shift commencing
between 6:00am - 10:00am). Alternate shifts, overtime after eight (8) hours,
weekends and holidays will be charged at applicable premium rates. All rates are
portal-to-portal; travel time is chargeable from Vertex Access LLC office location,
or the applicable place of overnight accommodation for out of town projects, at
applicable rates. The Project fees quoted exclude taxes, incidental expenses and all


Vertex Access LLC Standard Service Terms
costs of re-inspection or cancelled visits. Client will be notified of applicable
additional costs as and when they occur, and the costs will be added to the contract
price.

USE OF VERTEX ACCESS LLC INTELLECTUAL PROPERTY

Vertex Access LLC intellectual property, including software, designs, methodologies
and processes shall not be copied, transferred, licensed or used by anyone other than
Client and only in connection with Vertex Access LLC performing its services. Client
shall not, and shall not permit anyone else to, reverse engineer, decompile, or
disassemble the intellectual property, or use the intellectual property in any way to
replicate or develop similar intellectual property. Client agrees that it will not, without
Vertex Access LLC consent, hire any current or former employee of Vertex Access
LLC who has provided services to Client within the previous 12 months.




THE FOREGOING TERMS APPLY TO AND SHALL GOVERN ALL SERVICES
AND PRODUCTS PROVIDED BY VERTEX ACCESS LLC.

SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE
PERSON FROM WHOM YOU WISH TO ORDER PRODUCTS AND/ OR
SERVICES OR SEND AN EMAIL TO info@vertexaccess.com