WSL Contracting

Standard Terms & Conditions

Effective: 1st of January 2025
Applies to: Blasting, rock anchors, grouting, drilling, rope access, and all operations and services supplied by WSL Contracting, a trading name of Wilderness Stays Limited.

0) Definitions
Business Day means Monday to Friday other than statutory holidays in Nova Scotia. Written includes email unless a clause requires a signed document. Rates means WSL’s quoted or standard schedule of rates in force at the time of performance. Law means applicable laws and regulations in Nova Scotia and Canada.

1) Plain-English summary (not a substitute for the terms)
We quote clearly. If you invite us to site and let us start, that’s acceptance of the quoted scope/rates (including verbal quotes).
Standard payment is NET 30 days. After that, interest accrues at 22% per annum on overdue balances until paid.
If an invoice is still unpaid by Day 60, we may escalate (for example, register a builders’ lien, start a claim in Small Claims Court or Supreme Court of Nova Scotia). This is an informational notice, not a threat.
Changes happen (ground, design, access, utilities). We’ll price changes and proceed on written/email direction or verbal instruction from your authorized representative. If, after advising of a change, we continue with the changed work rather than demobilizing, that continuation will be taken as your acceptance of the change and agreement to pay associated costs (written/email confirmation to follow when practicable).
You ensure site readiness (access, clear/clean rock, utilities if required, locates, permits requested by you).
We provide no warranties unless expressly stated for a specific project. We don’t assume design liability unless we are expressly the Engineer of Record.

2) Forming the contract
2.1 Quotes (written or verbal). Our quotations may be written or verbal (e.g., by phone or meeting). If verbal, the issued invoice will reflect those agreed rates/scope.
2.2 Acceptance by conduct. If you invite us to site, provide access, or allow us to commence work, you agree to these Terms, our quoted scope/rates, and any referenced inclusions/exclusions.
2.3 Priority of documents. If there is a conflict, the order is: (1) any signed master agreement, (2) the most recent WSL quotation (including change orders), (3) these Terms.
2.4 Agreement by attendance and performance. By inviting WSL to site and allowing work to proceed, the Client confirms agreement that WSL is clear to proceed and to bill under the quoted rates/scope set out in written or verbal communications. Records may be incomplete on occasion; performance and completion of the work confirm the agreement and billing basis.

3) Scope, changes, and design responsibility
3.1 Scope. Our scope is limited to what is stated in the quotation and any written change orders.
3.2 Changes and extras. Ground conditions, access constraints, design clarifications, testing requirements, third-party directions, and utilities may change the work. Any change to scope, productivity, or method will be priced at quoted or standard Rates and documented via email, written change order, or verbal instruction. Verbal instruction from the Client’s authorized representative is sufficient direction to proceed. If WSL proceeds with the changed work rather than demobilizing after advising of the change, that continuation is taken as the Client’s acceptance and agreement to pay associated costs. Written/email confirmation will follow when practicable.
3.3 Design. Unless explicitly stated that WSL is the Engineer of Record, design remains the responsibility of the Client or its engineer. WSL’s review of drawings, shop drawings, or RFIs is solely to facilitate construction and does not transfer design liability.
3.4 Production rates. Any production rates are estimates, not guarantees, given variable geotechnical conditions and access.
3.5 Testing. Anchor pull-tests, grout cubes, vibration monitoring, or other tests are billable unless expressly included.

4) Site readiness, access, and client responsibilities
4.1 Access and logistics. Client must assure safe and timely site access, suitable staging/laydown, and traffic control if required.
4.2 Access not included. Access provision and maintenance are not included in pricing unless expressly stated. Where WSL is specifically engaged to provide access (e.g., rope access rigging, roads, benches, platforms), that work is a separate, billable operation.
4.3 Utilities and locates. Client is responsible for utility locates and for providing accurate information about buried or concealed services. WSL is not liable for damage where information was absent/inaccurate or where conditions were non-locatable.
4.4 Clean, exposed rock and services. Where drilling/blasting/anchoring requires rock exposure, clean, exposed, and accessible rock must be maintained by the Client. Water, power, air, and disposal are by Client unless stated otherwise.
4.5 Permits/approvals. Unless expressly included, permits, approvals, and design sign-offs are by the Client.
4.6 Environmental and housekeeping. Client provides required environmental controls (sediment/erosion, containment) unless otherwise quoted.

5) Pricing, mobilization, standby, and delays
5.1 Basis of price. Prices may be lump sum or time and materials at WSL’s quoted Rates.
5.2 Mobilization/demobilization. Mob/demob are chargeable as quoted; additional mobilizations at Client request are extra.
5.3 Standby and delays. Standby and all delays not caused solely by WSL are chargeable at the quoted standby rates or, if not quoted, at WSL’s standard Rates. Delays include but are not limited to site inaccessibility, permit or design hold, utility delays, third-party interference, weather beyond reasonable limits, and Client-caused re-sequencing.
5.4 Fuel, consumables, surcharges. Fuel, explosives, grout/cement, steels, bits, and specialty consumables are charged as quoted. WSL may apply a fuel or supply surcharge where market prices move materially.
5.5 Extended duration adjustments. If the work extends more than 60 days beyond the quoted schedule for reasons not solely caused by WSL, Rates may be adjusted on written notice to reflect documented market increases in labor, fuel, consumables, and equipment.

6) Invoicing, payment, interest, and disputes
6.1 Payment terms (NET 30 days). NET 30 days means payment in full is due within 30 calendar days from the invoice date, without set-off or deduction unless required by Law or agreed in writing.
6.2 Interest on late payment. 22% per annum on any overdue balance after Day 30, calculated until full payment is received.
6.3 60-day escalation window. If an invoice is not settled by Day 60, WSL may escalate using available legal avenues (for example, registering a builders’ lien within the applicable statutory period, commencing an action in Nova Scotia Small Claims Court or the Supreme Court of Nova Scotia, or other lawful remedies). This is a general notice of payment-protection rights.
6.4 Disputes. If you dispute any portion of an invoice, notify us within 5 Business Days of receipt with details. Undisputed portions remain payable by the due date.
6.5 Evidence and records. WSL may rely on daily reports, logs, photographs, test records, delivery slips, and timesheets as proof of work performed and materials supplied.
6.6 Holdback and set-off. Client will comply with any statutory holdback obligations. Except for such statutory holdback or as required by Law, the Client will not withhold, retain, or set off amounts otherwise due to WSL.

7) Title, risk, and warranty
7.1 Title and risk. Risk in installed materials transfers upon installation; title passes upon full payment of the related invoice(s).
7.2 Warranty. Unless expressly stated in the applicable quotation or contract for a specific project, WSL provides no warranties (express or implied). Where a project-specific warranty is expressly provided, its written terms govern and supersede these Terms for that project. To the fullest extent permitted by Law, all other warranties, conditions, or representations—including implied warranties of merchantability, fitness for a particular purpose, durability, or quality—are disclaimed.
7.3 Remedy. If a project-specific warranty is expressly provided, WSL’s sole obligation under that warranty is, at its option, to repair or re-perform the covered work. Otherwise, remedies are limited to those mandated by Law.

8) Safety and compliance
8.1 HSE compliance. WSL operates under applicable legislation and its Safety Management System. Client agrees to coordinate site rules and provide required inductions.
8.2 Explosives and blasting. Blasting is performed to regulatory requirements and accepted industry practice. Blasting schedules, vibration limits, and exclusion zones may affect sequencing and productivity.
8.3 Rope access and high-risk work. Where rope access or high-risk methods are used, Client cooperates with isolation/controls and respects WSL’s authority to pause work to manage risk.
8.4 WSL authority to stop work. WSL may stop or re-sequence work for safety or legal compliance. Time and reasonable costs arising are recoverable.

9) Indemnity and limits of liability
9.1 Client indemnity. Client indemnifies WSL against losses arising from inaccurate locates/info, site contamination, third-party interference, Client-directed methods contrary to WSL advice, or Client breach of these Terms.
9.2 Limit of liability. To the fullest extent permitted by Law, WSL’s aggregate liability is capped at the amount paid for the specific portion of work giving rise to the claim. No indirect or consequential damages.

10) Force majeure
WSL is not liable for delay or cost arising from events beyond reasonable control (including extreme weather, strikes, supply chain shocks, utility/permit delays, emergencies, or other force-majeure events). Where such an event, or a delay caused by the Client or third parties, affects performance, WSL is entitled to a reasonable extension of time and to recover the reasonable, demonstrable costs directly attributable to the impact, including standby, demobilization/remobilization, protection, re-sequencing, and similar measures necessary to proceed.

11) Hazardous materials and differing site conditions
If previously unknown hazardous materials, voids, utilities, groundwater, or materially different subsurface or site conditions are encountered, WSL will notify the Client and suspend affected work as needed. Client will make the site safe and issue direction. Time and costs arising are chargeable. WSL has no responsibility for pre-existing contamination.

12) Insurance and WCB
WSL will maintain customary contractor’s insurance and Workers’ Compensation coverage and provide proof on request. Client carries its own property and course-of-construction insurance and is responsible for deductibles and exclusions under its policies.

13) Subcontracting and assignment
WSL may subcontract portions of the work. Neither party may assign the contract without the other’s consent, not to be unreasonably withheld; assignment of receivables by WSL as security for financing is permitted on notice.

14) Confidentiality and intellectual property
Each party will keep the other’s non-public information confidential. Methods, know-how, and documents prepared by WSL remain WSL’s intellectual property unless expressly transferred in writing. Limited use is granted to operate and maintain the work.

15) Suspension and termination
If payment is overdue, information or access is withheld, or safety/legal non-compliance occurs, WSL may suspend work (with costs chargeable) and/or terminate on written notice. Work performed to date, standby, demobilization, and substantiated costs are immediately billable. If the Client terminates for convenience, the Client will pay for work performed, committed costs, demobilization, and reasonable overhead and profit on the unperformed balance.

16) Taxes
All prices are exclusive of taxes (e.g., HST). Client is responsible for applicable taxes.

17) Builders’ lien rights (informational notice)
WSL may protect its payment using the builders’ lien process where available. In Nova Scotia, a lien typically must be registered within 60 days of last supply of services/materials on a project. If payment remains outstanding, WSL may register and enforce a lien or pursue other remedies. This notice is informational.

18) Costs of collection and payment disputes
In any payment default or dispute where WSL substantially prevails, the Client will bear WSL’s reasonable costs of collection and enforcement to the fullest extent permitted by Law. These costs may include legal fees and disbursements, lien registration and discharge fees, court and filing fees, process-server and third-party costs, administrative time for compilation of records, and any expert or testing costs reasonably incurred to substantiate the claim, in addition to contractual interest.

19) Independent contractor
WSL performs as an independent contractor. Nothing creates a partnership, joint venture, or employment relationship with the Client.

20) Notices
Notices under these Terms may be given by email to the addresses stated on the quotation or last correspondence between authorized representatives and are deemed received on the next Business Day after sending, unless a delivery failure notice is received.

21) Governing law and jurisdiction
These Terms are governed by the laws of Nova Scotia and the applicable laws of Canada. Disputes may be brought in Nova Scotia Small Claims Court or the Supreme Court of Nova Scotia, or any other court of competent jurisdiction. If adjudication or mandatory interim dispute processes are prescribed by Law, either party may invoke them.

22) No waiver; severability; survival
Failure to enforce any provision is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable; the remainder remains in effect. Clauses on payment, interest, IP/confidentiality, liability limits, indemnity, dispute costs, and governing law survive completion or termination.

23) Currency
All amounts are in Canadian dollars unless stated otherwise.

24) Entire agreement and updates
These Terms, together with our quotation and any signed change orders, form the entire agreement for WSL’s scope. We may update these Terms on our website; the version in force at acceptance (or latest change order) applies to that work