JHSC Effectiveness Program Terms & Conditions

1. Program Scope and Membership Access

1.1 Program Membership

Upon acceptance of the applicable Order Form and completion of any required initial payment, the Client will become a member of OSG’s JHSC Effectiveness Program for a fixed period of two years commencing on the date the Client accepts the Order Form.

Membership is limited to the number of joint health and safety committees identified in the Order Form. Program access and benefits may only be used for those committees and by the Client organization named in the Order Form.

1.2 Program Services

The JHSC Effectiveness Program provides consulting services and template packages intended to support the Client in improving the structure, operation and effectiveness of its joint health and safety committees.

The Program includes the categories of services and support described on the applicable JHSC Effectiveness Program webpage made available to the Client before acceptance of the Order Form.

Following enrolment, OSG will work with the Client to identify its committee structure, operational needs and priorities.

The customized program plan is intended to guide the delivery of the Program and may be revised by OSG in consultation with the Client as needs and priorities are identified. It does not create an entitlement to services outside the scope of the Program or materially reduce the Program membership purchased by the Client.

1.3 Client-Specific Scope

OSG will determine the specific combination and sequencing of consulting services, resources and template packages to be provided to the Client based on the Client’s committee structure, operations, identified needs and priorities.

The Client’s customized program plan may be developed and provided after enrolment and may evolve during the two-year membership term. Variations to the delivery sequence, selected resources or implementation approach will not constitute a change to the agreement, provided that they remain consistent with the overall purpose and scope of the Program.

Any request for services outside the scope of the JHSC Effectiveness Program may be subject to OSG’s approval, additional fees and separate terms.

1.4 Restrictions on Access

The Client may not transfer, assign, share, resell or otherwise make its membership, Program materials or Program benefits available to:

a. another organization;
b. an affiliated, parent or subsidiary organization not identified in the Order Form;
c. a contractor, client or other third party; or
d. any joint health and safety committee exceeding the number included in the Client’s purchased membership, unless OSG provides prior written authorization.

1.5 Program Updates and Modifications

OSG may update, revise, replace or improve the Program’s services, processes, templates, resources and supporting materials during the two-year membership term.

Any such changes will be made to maintain or improve the quality, relevance or delivery of the Program and will not materially reduce the overall value or core purpose of the Client’s purchased membership.

1.6 Excluded Services

Unless expressly included in the applicable Order Form, the JHSC Effectiveness Program does not include:

a. JHSC Certification Part One, Part Two or Refresher training;
b. any other training program offered by OSG;
c. consulting services outside the defined scope of the Program; or
d. any other OSG product or service not expressly identified as included.

Excluded products and services may be purchased separately at OSG’s then-current rates and will be subject to any applicable additional terms.

2. Term, Fees and Payment

2.1 Two-Year Term

The Client’s membership in the JHSC Effectiveness Program begins on the date the Client accepts the applicable Order Form and continues for a fixed period of two years.

The membership expires automatically at the end of the two-year term and does not renew automatically.

The Client may purchase a new membership after the term ends by accepting a new Order Form and agreeing to OSG’s pricing and terms then in effect.

2.2 Two-Year Financial Commitment

The total fee for the Client’s two-year membership will be calculated based on the number of joint health and safety committees included in the membership and will be stated in the applicable Order Form.

The total fee is payable in two equal installments:

a. the first installment is due when the Client accepts the Order Form; and
b. the second installment is due on the first anniversary of the Client’s acceptance of the Order Form.

The second installment forms part of the Client’s original two-year financial commitment. It is not an optional renewal payment and remains payable unless these Terms and Conditions expressly provide otherwise.

2.3 Multi-Committee Discounts

Where the Client purchases membership for more than one joint health and safety committee, the following discount will be applied to the total Program fee:

a. a ten percent discount where the membership includes between two and four committees; or
b. a fifteen percent discount where the membership includes five or more committees.

The applicable discount will be calculated using the number of committees included in the Client’s membership at the time the Order Form is accepted.

The discounted total fee and each installment amount will be stated in the Order Form or otherwise displayed to the Client before acceptance.

2.4 Changes to the Number of Committees

The Client’s membership, Program access and payment commitment are based on the number of joint health and safety committees identified when the Order Form is accepted.

The Client may not add, substitute or transfer committees during the two-year term. Any committee not included in the original membership is not entitled to receive Program services, resources, templates or other membership benefits.

If the Client’s number of committees decreases during the two-year term:

a. the total Program fee will not be reduced;
b. the installment amounts will not be adjusted;
c. the Client will remain responsible for the fees associated with the original number of committees; and
d. any multi-committee discount applied when the Order Form was accepted will remain in effect.

Membership for any additional committee requires the purchase of a separate JHSC Effectiveness Program membership under a new Order Form and will be subject to OSG’s pricing and Terms and Conditions then in effect.

2.5 Online Purchases

Where the Client purchases the Program through OSG’s online purchasing process, the Client must provide a valid payment card when accepting the Order Form.

OSG may charge the first installment to the payment card at the time of purchase and provide the Client with a receipt.

The Client authorizes OSG or its payment processor to charge the second installment, together with applicable taxes, to the same payment card on or after the first anniversary of the Client’s acceptance of the Order Form.

The Client is responsible for maintaining valid and current payment information throughout the two-year term. If the original payment method is no longer valid, the Client must promptly provide an alternative payment method.

2.6 Quote-Based Purchases and Invoicing

Where the Client accepts a digital quote and elects not to pay by credit card, OSG will issue an invoice for the first installment.

OSG will issue an invoice for the second installment on or around the first anniversary of the Client’s acceptance of the Order Form.
Each invoice is payable in accordance with the payment terms stated on the invoice.

The Client is responsible for providing complete and accurate billing information and for promptly notifying OSG of any changes to its billing contact or invoicing requirements.

2.7 Payment Method Does Not Affect Commitment

The Client’s payment method does not change the length of the membership, the total fee or the Client’s obligation to pay both installments.

A receipt, invoice or Order Form may display only the installment then being charged or invoiced. This does not reduce or replace the Client’s total two-year payment obligation described in these Terms and Conditions.

2.8 Failed or Overdue Payments

If a payment card transaction is declined or an invoice is not paid when due, OSG may notify the Client and require the Client to provide an alternative payment method or pay the outstanding amount.

OSG may suspend access to the Program or pause the delivery of services while an amount remains overdue, without extending the two-year term or relieving the Client of its payment obligations.

Any additional rights relating to overdue payments, termination or collection will be governed by the applicable provisions of these Terms and Conditions.

2.9 Taxes

All Program fees are exclusive of applicable Harmonized Sales Tax (“HST”).
The Client is responsible for paying HST on all amounts charged under the Program at the rate required by law.

2.10 No Automatic Renewal

OSG has no obligation to provide Program access or services after the two-year term ends unless the Client enters into a new agreement with OSG.
Any subsequent membership will be subject to OSG’s then-current pricing, Program structure and Terms and Conditions.

3. Cancellation, Termination and Non-Payment

3.1 Fixed Commitment and No Early Cancellation

The Client’s membership is a fixed two-year commitment and may not be cancelled by the Client before the end of the two-year term.

The Client remains responsible for the full Program fee, including the second installment, even if the Client:

a. stops using or participating in the Program;
b. chooses not to receive available Program services or resources;
c. experiences changes to its operations, staffing or committee structure;
d. no longer requires the Program; or
e. provides notice that it wishes to discontinue its membership.

The Client’s failure to use the Program does not suspend, reduce or eliminate its payment obligations.

3.2 Non-Payment Notice and Cure Period

If any amount is not paid when due, OSG may provide the Client with written notice of the overdue payment.

The Client will have 15 calendar days from the date of the notice to pay the outstanding amount in full or, where applicable, provide a valid alternative payment method.

3.3 Suspension for Non-Payment

If the Client does not correct the payment default within the 15-calendar-day cure period, OSG may suspend the Client’s membership, Program access and delivery of any remaining services.

Suspension will not:

a. extend the two-year term;
b. reduce the Program fee;
c. delay or eliminate the Client’s obligation to pay the second installment;
d. entitle the Client to a refund or credit; or
e. prevent OSG from pursuing any other rights or remedies available under the agreement or applicable law.

OSG may continue the suspension until all outstanding amounts have been paid in full.

3.4 Reactivation Following Payment

Following payment of all outstanding amounts, OSG may reactivate the Client’s membership and resume Program delivery.

OSG is not required to replace, extend or reschedule services, access periods, meetings or deliverables that were unavailable or delayed during the suspension period.

3.5 Termination by OSG

OSG may terminate the Client’s membership by written notice if:

a. the Client fails to pay an outstanding amount after receiving notice and an opportunity to correct the default;
b. the Client materially breaches these Terms and Conditions and does not correct the breach within 15 calendar days after receiving written notice;
c. the Client misuses, improperly shares or distributes Program materials;
d. the Client engages in unlawful, fraudulent, abusive or threatening conduct involving OSG, its personnel or the Program; or
e. continuing to provide the Program would require OSG to violate applicable law.

Where the breach cannot reasonably be corrected, or involves unlawful, fraudulent, abusive or threatening conduct, OSG may terminate the membership immediately upon written notice.

3.6 Effect of Termination by OSG

Termination by OSG because of the Client’s breach or non-payment does not relieve the Client of its obligation to pay the full Program fee.

Any unpaid portion of the Client’s two-year financial commitment will become immediately due and payable upon termination.

The Client’s right to access or use the Program and its materials will end immediately upon termination, subject to any provisions of these Terms and Conditions that are intended to continue after termination.

4. Client Responsibilities and Cooperation

4.1 Client Cooperation

The Client acknowledges that successful delivery of the JHSC Effectiveness Program depends on the Client’s timely and active cooperation.

The Client will provide OSG with the information, documentation, access and participation reasonably required to assess the Client’s joint health and safety committee structure, identify priorities and deliver the Program.

4.2 Information and Documentation

The Client will provide complete, accurate and current information and documentation reasonably requested by OSG.

This may include, where applicable:

a. joint health and safety committee terms of reference;
b. meeting minutes and inspection records;
c. workplace policies, procedures and forms;
d. committee membership and organizational information;
e. workplace hazard and compliance information;
f. incident, accident and injury reports; and
g. other records relevant to the delivery of the Program.

The Client is responsible for reviewing information provided to OSG and promptly correcting any error, omission or material change.

OSG may rely on the information and documentation provided by the Client without independently verifying its completeness or accuracy.

4.3 Participation

The Client will ensure reasonable participation by its joint health and safety committee members, management representatives, workplace leaders and other relevant personnel.

The Client will designate an appropriate primary contact who is authorized to coordinate Program activities, provide information, arrange access and communicate decisions on the Client’s behalf.

4.4 Timely Feedback and Decisions

The Client will provide requested feedback, approvals, decisions and responses within a reasonable period.

Where the Client’s delay affects the delivery of the Program, OSG may revise timelines, reschedule activities or adjust the delivery sequence.

A delay caused by the Client will not:

a. extend the two-year membership term;
b. reduce the Program fee;
c. delay or eliminate the Client’s payment obligations; or
d. require OSG to provide additional services beyond the scope of the Program.

4.5 Access to Personnel and Facilities

The Client will provide OSG with reasonable access to relevant personnel and, where required for Program delivery, the Client’s facilities and workplaces.

The Client is responsible for:

a. coordinating access to its facilities and personnel;
b. informing OSG of applicable site rules, security requirements and hazards;
c. providing any required orientation or site-specific safety information; and
d. ensuring that OSG personnel can perform agreed services in a safe and appropriate environment.

OSG may postpone or discontinue an onsite activity where access has not been arranged or where OSG reasonably determines that conditions are unsafe or unsuitable.

4.6 Client Authority and Internal Decisions

The Client is responsible for making all workplace, operational and management decisions arising from the Program.

OSG may provide recommendations, templates, observations and guidance, but the Client remains responsible for determining whether and how those materials will be implemented within its organization.

The Client is also responsible for obtaining any internal approvals and consulting with its workers, committees, representatives or other stakeholders as required.

4.7 Effect of Client Non-Cooperation

If the Client does not provide the cooperation, information, participation or access reasonably required to deliver the Program, OSG may:

a. pause or reschedule affected services;
b. proceed based on the information reasonably available;
c. revise the delivery plan or sequence; or
d. identify that a service or deliverable cannot be completed.

OSG will not be responsible for delays, incomplete services or reduced outcomes resulting from the Client’s failure to fulfill its responsibilities under this section.

5. Program Materials, Intellectual Property and Permitted Use

5.1 Ownership of Program Materials

OSG retains all right, title and interest in and to the JHSC Effectiveness Program and all materials provided or made available through the Program.
Program materials may include:

a. templates, forms and checklists;
b. guides, frameworks and assessment tools;
c. reports, presentations and written recommendations;
d. processes, methodologies and implementation resources;
e. training or instructional materials; and
f. any updates, revisions, adaptations or derivative materials created by OSG.

Except for the limited rights expressly granted under these Terms and Conditions, no ownership rights in the Program materials are transferred to the Client.

5.2 Limited Licence

During the two-year membership term, OSG grants the Client a limited, non-exclusive, non-transferable and non-sublicensable licence to access, copy, modify and use the Program materials for the Client’s internal business purposes.

The Client may share Program materials internally with:

a. the joint health and safety committees included in the Client’s membership;
b. the Client’s employees, workers and managers who reasonably require access for workplace health and safety purposes; and
c. other internal personnel involved in implementing the Client’s health and safety program.

5.3 Modification of Templates

The Client may modify templates and other editable Program materials to reflect its operations, workplace requirements, policies and practices.

The Client is responsible for reviewing all modifications and determining whether the resulting documents are appropriate for its workplace and legal obligations.

Any modification made by or on behalf of the Client does not transfer ownership of the underlying Program material or OSG methodology to the Client.

5.4 Prohibited Uses

Unless OSG provides prior written authorization, the Client may not:

a. sell, license, sublicense or commercially distribute Program materials;
b. provide Program materials to another organization, affiliate, contractor, client or third party;
c. use Program materials for a committee not included in the Client’s membership;
d. publish or make Program materials publicly available, including through a public website or shared online repository;
e. remove or obscure any copyright, trademark or ownership notice;
f. represent Program materials as having been created independently by the Client or another party;
g. use Program materials to develop, market or provide a competing product or service; or
h. copy, reproduce or extract substantial portions of the Program for purposes outside the Client’s internal use.

5.5 Client Materials

The Client retains ownership of information, documents, records and materials that it provides to OSG.

The Client grants OSG permission to access, review, copy, adapt and use those materials only as reasonably necessary to deliver the Program and perform its obligations under the agreement.

The Client represents that it has the authority to provide those materials to OSG and to authorize their use for Program delivery.

5.6 Client-Specific Deliverables

Unless otherwise agreed in writing, reports, recommendations, plans, customized templates and other deliverables prepared by OSG for the Client remain based on OSG’s pre-existing materials, methods and expertise.

The Client may use and modify those deliverables internally in accordance with the licence granted under this section, but OSG retains ownership of its underlying templates, methodologies, frameworks and intellectual property.

5.7 Use After the Membership Term

After the two-year membership term ends, the Client may continue using copies of Program materials that were properly provided to it during the term for its own internal business purposes.

The Client may not access new materials, updates, consulting support or other Program benefits after the term ends unless it purchases a new membership.

The restrictions in this section continue to apply after the membership expires or is terminated.

6. Confidentiality and Privacy

6.1 Confidential Information

“Confidential Information” means any non-public information disclosed or made available by one party to the other in connection with the JHSC Effectiveness Program, whether provided verbally, electronically, in writing or through access to the disclosing party’s systems, personnel or facilities.

The Client’s Confidential Information may include:

a. workplace policies, procedures, forms and records;
b. joint health and safety committee records and meeting minutes;
c. inspection findings and hazard information;
d. incident, accident and injury reports;
e. employee, worker and organizational information;
f. operational, financial and business information; and
g. any other information that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances.

OSG’s Confidential Information includes its Program materials, pricing, methodologies, processes, templates, tools, business information and other non-public intellectual property.

6.2 Confidentiality Obligations

Each party will:

a. use the other party’s Confidential Information only for purposes related to the agreement and delivery or receipt of the Program;
b. protect the Confidential Information using reasonable administrative, technical and physical safeguards;
c. not disclose the Confidential Information except as permitted by this section; and
d. take reasonable steps to prevent unauthorized access, use, copying or disclosure.

These confidentiality obligations continue indefinitely after the membership expires or is terminated.

6.3 Access Within OSG

OSG may provide access to the Client’s Confidential Information only to relevant OSG employees who reasonably require access to deliver, administer or support the Program.

OSG will require those employees to protect the confidentiality of the information and to use it only for authorized business purposes.

6.4 Required Disclosure

A party may disclose Confidential Information where disclosure is required by law, court order or a lawful requirement of a government or regulatory authority.

Where legally permitted, the receiving party will provide the disclosing party with reasonable notice before making the disclosure and will disclose only the information legally required.

6.5 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

a. was lawfully known to it without a confidentiality obligation before disclosure;
b. becomes publicly available through no breach of the agreement;
c. is lawfully received from a third party without a confidentiality obligation; or
d. is independently developed without using or referring to the disclosing party’s Confidential Information.

6.6 Personal Information

Each party will comply with applicable privacy laws in its collection, use, disclosure, storage and protection of personal information.

The Client will provide OSG only with personal information reasonably necessary for delivery of the Program and represents that it has the authority to disclose that information to OSG for that purpose.

OSG will use personal information provided by the Client only as reasonably necessary to deliver and administer the Program, comply with legal obligations and exercise its rights under the agreement.

6.7 Sensitive Workplace Records

The Client acknowledges that incident, accident and injury reports and similar workplace records may contain sensitive personal information.

Where reasonably possible, the Client will remove or limit personal information that is not necessary for OSG to perform the applicable service.

OSG will apply safeguards appropriate to the sensitivity of the information and will restrict access to relevant OSG employees who require it for Program delivery.

6.8 Retention and Disposal

OSG may retain Confidential Information for as long as reasonably necessary to deliver the Program, maintain appropriate business and legal records, resolve disputes, enforce the agreement or comply with applicable law.

Personal information will not be retained longer than reasonably necessary for the purposes for which it was collected or as required by law.

When information is no longer reasonably required, OSG may securely delete, destroy or anonymize it, subject to any legal, regulatory, insurance or record-retention obligations.

6.9 Return or Destruction

Upon reasonable written request after the membership ends, each party will return or securely destroy the other party’s Confidential Information that is no longer required.

This requirement does not apply to:

a. information that must be retained by law;
b. routine electronic backup copies that cannot reasonably be isolated;
c. records retained for legal, insurance, compliance or dispute-resolution purposes; or
d. OSG’s internal working records, provided they remain subject to the confidentiality obligations in this section.

7. Nature of Services, Client Responsibility and No Guaranteed Results

7.1 Nature of the Program

The JHSC Effectiveness Program provides consulting services, recommendations, resources and template packages intended to support the Client in improving the operation and effectiveness of its joint health and safety committees.

OSG will perform the Program services with reasonable care, skill and diligence based on the information available to OSG and the scope of the Program.

7.2 Client Information, Access and Participation

OSG’s services, observations and recommendations will be based on the information, records, documents, access and participation provided by the Client.

The Client is responsible for:

a. providing complete, accurate and current information and documentation;
b. promptly advising OSG of any error, omission or material change;
c. providing reasonable access to relevant personnel, facilities and workplace records;
d. ensuring the timely participation of committee members, management representatives and other relevant personnel;
e. providing requested feedback, approvals and decisions within a reasonable period; and
f. cooperating with OSG as reasonably required to support delivery of the Program.

OSG may rely on information provided by the Client without independently investigating or verifying its completeness or accuracy.

OSG will not be responsible for an incomplete, inaccurate, delayed or unsuitable recommendation, deliverable or result to the extent caused by:

a. incomplete, inaccurate or outdated information provided by the Client;
b. the Client’s failure to disclose relevant circumstances or records;
c. restricted or delayed access to relevant personnel, facilities or documentation;
d. insufficient participation or cooperation by the Client or its personnel;
e. delayed feedback, approvals or decisions; or
f. a material change that the Client did not communicate to OSG.

7.3 Client Review, Decisions and Implementation

OSG may provide observations, recommendations, templates and implementation guidance, but the Client remains responsible for all decisions concerning its workplaces, workers, operations and joint health and safety committees.

The Client is responsible for:

a. reviewing OSG’s recommendations, templates and deliverables;
b. determining whether they are appropriate for the Client’s particular circumstances;
c. obtaining any necessary internal, legal or professional review;
d. deciding whether and how recommendations will be implemented;
e. approving and implementing workplace changes;
f. assigning appropriate personnel, authority and resources;
g. communicating changes to affected workplace parties;
h. complying with its legal and regulatory obligations; and
i. monitoring and evaluating the effectiveness of measures implemented by the Client.

The Client’s legal duties, decision-making authority and workplace responsibilities are not transferred to OSG through participation in the Program.

7.4 No Guaranteed Results

OSG does not guarantee that participation in the Program will produce any particular workplace, operational, safety, financial or organizational result.
Without limiting the foregoing, OSG does not guarantee:

a. a particular level of committee participation, engagement or performance;
b. the prevention of workplace incidents, accidents, injuries or illnesses;
c. the acceptance or implementation of recommendations by the Client or its workplace parties;
d. the resolution of a particular workplace concern; or
e. any specific improvement, measurement, rating or outcome.

Program outcomes may be affected by factors outside OSG’s control, including the Client’s participation, workplace conditions, internal decision-making, available resources and implementation of recommendations.

7.5 Templates and General Resources

Templates, forms, checklists and other general resources provided through the Program must be reviewed and adapted by the Client before use.

The Client is responsible for ensuring that each document reflects its actual operations, workplace hazards, practices and internal responsibilities.

OSG is not responsible for changes made to Program materials by the Client or another person, or for the Client’s use of a template without appropriate review and customization.

7.6 Changes in Circumstances

Recommendations and deliverables reflect the information and circumstances available when they are prepared.

The Client is responsible for reviewing and updating its workplace documents, practices and decisions when there are changes to its operations, workplaces, hazards, personnel or other relevant circumstances.

8. Limitation of Liability and Indemnity

8.1 Application of This Section

This section applies to the fullest extent permitted by law, regardless of the form or cause of action, including claims arising in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise.

8.2 Exclusion of Certain Damages

To the fullest extent permitted by law, OSG will not be liable to the Client or any other person for any:

a. indirect, incidental, special, exemplary, punitive or consequential damages;
b. loss of profits, revenue, business, contracts or anticipated savings;
c. loss of business opportunity, goodwill or reputation;
d. business interruption or operational disruption;
e. loss, corruption or unavailability of data; or
f. costs associated with replacing services or obtaining alternative products, services or advice, arising from or relating to the JHSC Effectiveness Program or the agreement, even if OSG was advised that such loss or damage was possible.

8.3 Matters Outside OSG’s Responsibility

To the fullest extent permitted by law, OSG will not be liable for any loss, damage, claim, cost or expense resulting from or relating to:

a. incomplete, inaccurate, misleading or outdated information provided by the Client;
b. the Client’s failure to disclose relevant information, records, circumstances or workplace conditions;
c. the Client’s decisions concerning whether or how to implement OSG’s recommendations;
d. the Client’s failure to implement, maintain, monitor or update a recommendation, document, process or control;
e. any modification made to Program materials by the Client or another person;
f. the Client’s use of Program materials without appropriate review or customization;
g. the acts or omissions of the Client, its workers, managers, committee members, representatives or other workplace parties;
h. workplace hazards, incidents, accidents, injuries, illnesses or other conditions that are not directly caused by OSG;
i. changes to the Client’s workplace, operations, personnel, hazards or legal obligations after OSG provides a recommendation or deliverable;
j. the Client’s failure to comply with applicable laws or fulfill its workplace responsibilities; or
k. circumstances beyond OSG’s reasonable control.

8.4 Maximum Aggregate Liability

To the fullest extent permitted by law, OSG’s total aggregate liability arising from or relating to the Program, the Order Form, these Terms and Conditions or the relationship between OSG and the Client will not exceed the Program fees actually paid by the Client to OSG during the 12 months immediately preceding the event giving rise to the claim.

This limit applies collectively to all claims, losses, damages, costs and causes of action arising from the same or related events and is not increased by:

a. the number of claims made;
b. the number of legal theories alleged;
c. the number of committees, workplaces or persons affected; or
d. the number of services, recommendations, templates or deliverables involved.

8.5 Essential Allocation of Risk

The Client acknowledges that:

a. the Program fees reflect the allocation of risk established by these Terms and Conditions;
b. OSG would not provide the Program on the same commercial terms without the exclusions and limitations contained in this section; and
c. the exclusions and limitations apply even where a limited remedy does not fully compensate the Client for its loss or fails of its essential purpose.

8.6 Exceptions

Nothing in these Terms and Conditions excludes or limits:

a. liability arising from OSG’s fraud or fraudulent misrepresentation;
b. liability arising from OSG’s wilful misconduct; or
c. any liability that cannot lawfully be excluded or limited.

For clarity, this section does not limit the Client’s obligation to pay the Program fees or any other amounts owing to OSG.

8.7 Client Indemnity

The Client will indemnify and hold harmless OSG and its directors, officers and employees from third-party claims, proceedings, damages, liabilities, judgments, penalties, costs and reasonable legal expenses arising from or relating to:

a. incomplete, inaccurate, misleading or unauthorized information or materials provided by the Client;
b. the Client’s modification, implementation, use or misuse of Program materials or OSG recommendations;
c. the Client’s failure to fulfill its legal, regulatory or workplace obligations;
d. the acts or omissions of the Client, its workers, managers, committee members, representatives or other workplace parties;
e. the Client’s unauthorized disclosure, distribution, copying or commercial use of Program materials;
f. the Client’s breach of these Terms and Conditions; or
g. a claim that OSG’s authorized use of materials supplied by the Client infringes another person’s intellectual-property, privacy or other rights.

The Client will not be required to indemnify OSG to the extent that a third-party claim is finally determined by a court of competent jurisdiction to have resulted directly from OSG’s fraud or wilful misconduct.

8.8 Indemnity Process

OSG will provide the Client with reasonably prompt notice of a claim for which indemnification is sought, provided that a delay in providing notice will relieve the Client of its obligations only to the extent the delay materially prejudices the Client’s ability to respond to the claim.

The Client may participate in the defence of the claim with legal counsel acceptable to OSG. The Client may not settle a claim in a manner that:

a. admits fault or liability on behalf of OSG;
b. imposes an obligation on OSG;
c. affects OSG’s rights, reputation or operations; or
d. does not fully and unconditionally release OSG, without OSG’s prior written consent.

8.9 Survival

The exclusions, limitations and indemnification obligations in this section will continue after the Client’s membership expires or the agreement is terminated.

9. Governing Law and Jurisdiction

9.1 Governing Law

The Order Form, these Terms and Conditions, and the agreement between OSG and the Client will be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.

The application of any conflict-of-laws rule that would require or permit the application of the laws of another jurisdiction is excluded.

9.2 Exclusive Jurisdiction

The Client and OSG irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for any dispute, claim, proceeding or legal action arising from or relating to:

a. the JHSC Effectiveness Program;
b. the Order Form;
c. these Terms and Conditions;
d. the relationship between OSG and the Client; or
e. the interpretation, performance, breach, enforcement, termination or validity of the agreement.

Each party waives any objection based on the location of the proceeding or an assertion that an Ontario court is an inconvenient forum.

9.3 Location of Proceedings

Unless OSG agrees otherwise in writing or applicable law requires otherwise, any proceeding will be commenced in the judicial region in Ontario in which OSG’s head office is located.

9.4 Injunctive and Equitable Relief

Nothing in this section prevents OSG from seeking an injunction or other equitable relief from a court of competent jurisdiction where reasonably necessary to protect its confidential information, Program materials, intellectual property or other proprietary rights.

9.5 Continued Performance

While a dispute is ongoing, each party will continue performing its undisputed obligations under the agreement, where reasonably possible.
For clarity, the Client must continue paying any amount that is due and not genuinely disputed.

10. General Contract Terms

10.1 Entire Agreement

The Order Form, these Terms and Conditions, and any document expressly incorporated into them constitute the entire agreement between OSG and the Client concerning the JHSC Effectiveness Program.

The agreement replaces all prior or contemporaneous discussions, proposals, representations, understandings and communications relating to the Program, whether written, electronic or verbal.

The Client acknowledges that it has not relied on any statement, promise or representation that is not expressly included in the agreement.

10.2 Order of Precedence

If there is a conflict or inconsistency between the documents forming the agreement, the following order of precedence will apply:

a. the applicable Order Form;
b. these Terms and Conditions; and
c. any other document expressly incorporated into the agreement.

A document will not modify the agreement unless it expressly states that it is intended to do so and is accepted by both parties in writing or electronically.

10.3 Amendments

The agreement may only be amended through a written or electronic agreement accepted by both OSG and the Client.

A verbal discussion, informal communication, purchase order, administrative document or unilateral notice will not amend the agreement.

OSG may update the Program’s processes, resources, templates and methods in accordance with Section 1.5 without requiring a formal amendment, provided that the update does not materially reduce the core purpose or overall value of the Program.

10.4 No Assignment by the Client

The Client may not assign, transfer, delegate or otherwise dispose of the agreement, its membership, or any of its rights or obligations under the agreement.

This restriction applies to any attempted assignment or transfer:

a. to an affiliated, parent or subsidiary organization;
b. as part of an amalgamation, reorganization, sale of assets or change of control;
c. to a successor organization; or
d. by operation of law or otherwise.

Any attempted assignment or transfer by the Client is void unless OSG expressly agrees otherwise in writing.

OSG may assign or transfer the agreement, in whole or in part, as part of a corporate reorganization, sale of business, sale of assets, amalgamation or other business transaction.

10.5 Notices

Any notice required or permitted under the agreement may be delivered by email.

A notice to the Client may be sent to the primary contact, billing contact or other email address provided by the Client in connection with the Program.

A notice to OSG must be sent to the email address identified by OSG for contractual notices or to another address later designated by OSG.

An email notice will be considered received:

a. on the date sent, if sent before 5:00 p.m. Eastern Time on a business day and no delivery-failure message is received; or
b. on the next business day, if sent after 5:00 p.m. Eastern Time or on a day that is not a business day.

The Client is responsible for keeping its contact and billing information current.

10.6 Force Majeure

Neither party will be liable for a delay or failure to perform an obligation caused by circumstances beyond its reasonable control, including:

a. natural disasters, severe weather, fire or flood;
b. epidemic, pandemic or public-health emergency;
c. war, terrorism, civil unrest or government action;
d. labour disruption not limited to the affected party’s own workforce;
e. widespread internet, telecommunications, utility or technology failure; or
f. any other event that could not reasonably have been prevented or overcome.

The affected party will take reasonable steps to reduce the impact of the event and resume performance when reasonably possible.

A force majeure event does not excuse or delay the Client’s obligation to pay an amount that became due before the event.

Where a force majeure event delays Program delivery, OSG may revise the delivery schedule or method. The two-year term will not automatically be extended unless OSG agrees otherwise in writing.

10.7 Waiver

A party’s failure or delay in exercising a right or remedy under the agreement does not waive that right or remedy.

A waiver is effective only if made in writing or electronically by the party granting it and applies only to the specific circumstance for which it is given.

A waiver of one breach does not waive a later or continuing breach.

10.8 Severability

If any provision of the agreement is determined to be invalid, illegal or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable.

If it cannot be made enforceable, it will be severed from the agreement.

The remaining provisions will continue in full force and effect.

10.9 Independent Parties

OSG and the Client are independent contracting parties.

Nothing in the agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, agency or other similar relationship between them.

Neither party has authority to bind or create an obligation on behalf of the other unless expressly authorized in writing.

10.10 No Third-Party Beneficiaries

The agreement is solely for the benefit of OSG and the Client.
Except for the OSG parties expressly protected by the limitation-of-liability and indemnity provisions, no other person or organization has any right to enforce or benefit from the agreement.

10.11 Electronic Acceptance

The Client may accept the agreement electronically, including by selecting an acceptance button, checking an acceptance box, providing digital approval or completing another electronic acceptance process made available by OSG.

Electronic acceptance has the same effect as a handwritten signature.

The person accepting the agreement on behalf of the Client represents that they have authority to bind the Client to the agreement and its full two-year financial commitment.

10.12 Counterparts and Electronic Records

The agreement may be accepted in counterparts and through electronic records.

Each electronically accepted or delivered counterpart will be treated as an original, and all counterparts together form one agreement.

OSG’s electronic records of the Client’s acceptance, including the date, time, account information and version of the applicable terms, may be relied upon as evidence of acceptance.

10.13 Headings

Section headings are included for convenience only and do not affect the interpretation of the agreement.

10.14 Survival

Any provision that by its nature is intended to continue after the membership expires or the agreement is terminated will survive, including provisions concerning:

a. payment obligations;
b. confidentiality and privacy;
c. intellectual property and permitted use;
d. limitation of liability and indemnity;
e. governing law and jurisdiction; and
f. any accrued rights or remedies.

11. Scheduling, Rescheduling and Service Delivery

11.1 Scheduling of Program Services

OSG and the Client will coordinate the scheduling of consulting meetings, assessments, reviews and other Program activities.

Program activities may be delivered virtually, onsite or through another reasonable delivery method selected by OSG based on the nature of the service, the Client’s needs and operational requirements.

The Client is responsible for ensuring that appropriate participants are available and prepared for scheduled activities.

11.2 Delivery Timelines

Any timeline, schedule or anticipated delivery date provided by OSG is an estimate only, unless OSG expressly confirms in writing that a particular date is guaranteed.

OSG will use reasonable efforts to deliver Program services within anticipated timelines but does not guarantee that a service, meeting, resource or deliverable will be completed by a specific date.

Delivery timelines may be affected by:

a. the Client’s availability, participation or responsiveness;
b. delays in receiving requested information, documents, approvals or access;
c. changes in the Client’s operations, priorities or circumstances;
d. the availability of appropriate OSG personnel;
e. the complexity or scope of the Client’s needs; or
f. circumstances beyond OSG’s reasonable control.

11.3 Client Requests to Reschedule

The Client must provide OSG with as much notice as reasonably possible when requesting to cancel or reschedule a Program activity.

OSG will consider each cancellation or rescheduling request on a case-by-case basis, taking into account:

a. the amount of notice provided;
b. the reason for the request;
c. the availability of OSG personnel;
d. any travel, preparation or other costs already incurred; and
e. the effect of the change on the overall Program schedule.

OSG does not guarantee that a cancelled or missed activity can be rescheduled within the Client’s preferred timeframe.

11.4 Missed or Cancelled Activities

If the Client or its required participants do not attend a scheduled activity, or if the Client cancels with insufficient notice, OSG may, acting reasonably:

a. reschedule the activity;
b. revise the delivery sequence;
c. provide an alternative delivery method;
d. treat the activity as completed or forfeited; or
e. require payment of reasonable additional costs incurred by OSG.

OSG will determine the appropriate response based on the circumstances of each occurrence.

11.5 OSG Rescheduling

OSG may reschedule a Program activity where reasonably necessary because of personnel availability, illness, travel disruption, operational requirements or circumstances beyond OSG’s reasonable control.

OSG will provide the Client with reasonable notice where practicable and will use reasonable efforts to arrange an alternative date or delivery method.

Rescheduling by OSG will not constitute a breach of the agreement where OSG makes reasonable efforts to provide the affected service within the two-year term.

11.6 Client-Caused Delays

Where the Client’s action, inaction or delay affects Program delivery, OSG may pause, defer, revise or reorganize the affected services.

A Client-caused delay will not:

a. extend the two-year membership term;
b. reduce the Program fee or installment amounts;
c. delay or eliminate the Client’s payment obligations;
d. require OSG to provide additional services; or
e. require OSG to complete all deferred activities after the membership term ends.

11.7 Delivery Before End of Term

The Client is responsible for cooperating with OSG and making appropriate personnel, information and facilities available early enough to allow the Program services to be delivered during the two-year term.

OSG is not responsible for services that cannot reasonably be completed before the end of the term because of Client delays, missed meetings, insufficient participation or failure to provide required information or access.

11.8 Changes to Delivery Method

OSG may change the sequence, format, personnel or delivery method used for a Program activity where reasonably necessary to deliver the Program effectively.

Such changes will not constitute a reduction in Program scope, provided that the revised approach remains reasonably consistent with the overall purpose and value of the Program.

12. Electronic Delivery and File Access

12.1 Electronic Delivery

OSG may deliver Program materials, templates, reports, recommendations, communications and other deliverables to the Client electronically, including by:

a. email;
b. secure file-sharing links;
c. shared electronic folders;
d. downloadable files; or
e. another reasonable electronic delivery method selected by OSG.

Electronic delivery will be considered complete when the material is sent to the Client’s designated email address or made available through the applicable file-sharing method.

12.2 Client Contact Information

The Client is responsible for providing OSG with complete and accurate contact information for the individuals authorized to receive Program communications and materials.

The Client must promptly notify OSG of any change to its designated contacts or email addresses.

OSG may rely on the most recent contact information provided by the Client and will not be responsible for a delay, missed communication or unauthorized internal distribution resulting from outdated or inaccurate Client contact information.

12.3 Access to Shared Files

Where OSG provides access through a shared link, folder or other electronic location, the Client is responsible for:

a. ensuring that access is limited to authorized personnel;
b. protecting passwords, links and access credentials from unauthorized use;
c. not forwarding or sharing access outside the Client organization or with committees not included in the membership;
d. promptly notifying OSG of suspected unauthorized access; and
e. downloading or retaining any materials the Client reasonably requires for future internal use.

The Client is responsible for access granted through its own systems, accounts, devices and personnel.

12.4 Availability of Shared Materials

OSG may determine how long a shared file, folder or electronic delivery link remains available.

Unless OSG expressly states otherwise, electronic file access is not guaranteed to remain available indefinitely or after the two-year membership term ends.

The Client should download and securely retain copies of materials it is permitted to continue using under Section 5.7.

12.5 File Access Issues

The Client must notify OSG within a reasonable period if it is unable to access a file, link or electronic delivery.

OSG will assess access issues on a case-by-case basis and may, where reasonable:

a. resend the material;
b. provide a replacement link;
c. use an alternative electronic delivery method;
d. provide reasonable technical assistance; or
e. determine that the issue arises from the Client’s systems, security settings, devices or internet connection.

OSG does not guarantee compatibility with every device, software application, network, firewall or security configuration used by the Client.

12.6 Technical Interruptions

OSG will use reasonable efforts to deliver electronic materials successfully but is not responsible for temporary interruptions, delays or access failures caused by:

a. email filtering or delivery failures;
b. third-party file-sharing services;
c. internet or telecommunications disruptions;
d. cybersecurity controls or firewall settings;
e. outdated or incompatible Client technology;
f. Client system restrictions; or
g. circumstances beyond OSG’s reasonable control.

A temporary electronic access issue will not extend the two-year membership term, reduce the Program fee or relieve the Client of its payment obligations.

12.7 Security of Client Systems

The Client is responsible for maintaining appropriate security controls for its own email accounts, devices, networks and file-storage systems.

OSG is not responsible for unauthorized access, loss or disclosure occurring after Program materials have been successfully delivered to the Client, except to the extent directly caused by OSG’s breach of its obligations under the agreement.

13. Marketing, Client Name and Testimonials

13.1 Use of Client Name and Logo

OSG may not publicly use the Client’s name, logo, trademarks or other identifying brand elements without the Client’s prior written or electronic consent.

Any consent may be limited to a specific purpose, format, campaign or period and may be withdrawn by the Client for future use by written notice.

Withdrawal of consent will not require OSG to recall or destroy materials that were lawfully created, published or distributed before the withdrawal, but OSG will stop using the Client’s name or branding in new materials within a reasonable period.

13.2 Testimonials and Endorsements

OSG may not publish or use a testimonial, endorsement, quotation, success story or similar statement attributed to the Client or its personnel without the Client’s prior written or electronic consent.

Before publication, OSG will provide the Client with the proposed wording or material for approval.

OSG will not materially edit an approved testimonial in a way that changes its meaning without obtaining further consent.

13.3 Case Studies

OSG may prepare or publish a case study identifying the Client only with the Client’s prior written or electronic consent.

The consent may specify:

a. the information that may be included;
b. whether the Client’s name and logo may be used;
c. whether individuals may be identified;
d. the intended publication channels; and
e. any required Client approval before publication.

13.4 Anonymous and Aggregated Information

OSG may use information about the Program in an aggregated or anonymized form for internal analysis, service improvement, quality assurance and business planning, provided that the information does not reasonably identify the Client, its personnel or its workplaces.

OSG may not use confidential, personal or identifying information for public marketing purposes without the consent required under this section.

13.5 No Implied Endorsement

The Client’s participation in the Program does not authorize OSG to state or imply that the Client endorses OSG, the Program or any other OSG product or service.

Similarly, the Client may not publicly use OSG’s name, logo or trademarks in a manner that states or implies OSG’s endorsement of the Client without OSG’s prior written consent.

14. Definitions and Interpretation

14.1 Accepted Order

“Accepted Order” means the digital order, quote or other electronic purchase record accepted by the Client for membership in the JHSC Effectiveness Program.

The Accepted Order identifies the Client, the number of joint health and safety committees included in the membership, the applicable Program fee and any other Client-specific commercial terms.

14.2 Agreement

The Accepted Order and these Terms and Conditions together form the agreement between OSG and the Client concerning the JHSC Effectiveness Program.

14.3 Interpretation

In these Terms and Conditions:

a. headings are included for convenience only and do not affect interpretation;
b. words in the singular include the plural and words in the plural include the singular, where the context requires;
c. “including” means “including without limitation”; and
d. a reference to written notice or written agreement includes electronic notice or electronic agreement.