Master Service Agreement

1. Nature of Agreement and Hierarchy of Documents

This Master Service Agreement (MSA) serves as the foundational legal framework for all services provided by The Backyard Depot. The parties may enter into specific Statements of Work (SOW), Service Addendums, or Project Proposals for individual projects. In the event of a conflict between this MSA and a specific SOW, the terms of this MSA shall prevail unless the SOW explicitly states an intention to override a specific provision of this MSA.

2. Scope of Work and Change Orders

The specific services, products, and timelines for each project shall be detailed in an SOW. Any deviation from the original scope requested by the Customer must be submitted in writing. All official communication regarding project changes, additions, or modifications must be in writing (email or signed document) to be considered valid.

3. Payment and Late Fees

All invoices are due upon receipt. Balances remaining unpaid after 15 days shall accrue interest at a rate of 2.5% per month. If legal action or collections are required to recover unpaid balances, the Customer shall be responsible for all reasonable attorney fees and collection costs incurred by The Backyard Depot, to the extent permitted by applicable law.

4. Retention of Title

Title and ownership of all goods, products, and equipment supplied by The Backyard Depot shall remain with the Company until the Customer has paid the full purchase price in cleared funds. In the event of non-payment, the Company reserves the right to pursue all remedies available at law to recover the goods or their value, which may include repossession carried out through lawful means and with reasonable prior written notice to the Customer. The Company will not enter the Customer's premises without the Customer's consent or other lawful authority to do so.

5. Right of Entry and Site Access

The Customer grants The Backyard Depot and its agents the right of access to the Customer's property to perform the services. While the Company will exercise reasonable care, the Customer acknowledges that access to the site may require crossing soft, paved, or landscaped surfaces, and the Company shall not be liable for reasonable damage to these surfaces resulting from the passage of heavy equipment.

6. Site Preparation, Delivery, and Logistics

Customer represents that the installation area is prepared, level, and structurally sound to support the full weight of the equipment (including water and occupants, where applicable). Customer shall provide clear, unobstructed access. Any costs associated with the need for specialized delivery equipment (cranes, HIAB trucks, etc.) are the sole responsibility of the Customer. The Company is not responsible for damage to driveways, walkways, or landscaping caused by necessary transport equipment.

7. Electrical Services

The Company is available to manage the hiring of a licensed, certified electrician for all necessary electrical hookups. Should the Customer elect to manage the electrical installation independently, the Customer assumes full responsibility for the competency of their chosen contractor. The Company shall not be liable for any electrical failure, fire, or damage resulting from improper wiring performed by the Customer's contractor.

8. Permits and Regulatory Compliance

The Customer is responsible for identifying, applying for, and obtaining all necessary municipal permits, except where the Company has explicitly agreed in the SOW to obtain permits on the Customer's behalf. The Company will provide technical specifications for the product but assumes no liability for permit denials or fines resulting from the Customer's failure to secure them.

9. Removal of Existing Equipment and Cleanup

If the scope includes the removal of an existing unit, the Customer is responsible for ensuring the unit is free of hazardous materials, chemicals, or pests. The Company is not liable for structural damage, mold, or electrical issues revealed during removal. The Company will remove packaging materials for new equipment; however, the disposal of old equipment or debris not specifically listed in the SOW remains the Customer's responsibility.

10. Safety Barriers and Compliance

The Customer acknowledges their legal obligation to maintain appropriate safety barriers (e.g., locking covers, fences, gate alarms) as required by local municipal bylaws and assumes all liability for ensuring the installation site meets these safety regulations.

11. Force Majeure and Reinstatement

The Company shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, supply chain shortages, strikes, or severe weather. If work completed is damaged by such events, or if new materials must be ordered as a result, all costs associated with the remedial work (labor and materials) shall be the responsibility of the Customer.

12. Non-Solicitation

The Customer agrees that they will not, during the term of this agreement and for a period of 12 months thereafter, directly or indirectly solicit, induce, or attempt to hire any employee or subcontractor of The Backyard Depot.

13. Water Quality and Maintenance

The Company is responsible for the installation and mechanical integrity of the equipment. The Company is not responsible for water chemistry, maintenance, or testing once the equipment has been handed over to the Customer. Proper water sanitation, testing, and balance are the sole responsibility of the Customer.

14. Warranty

The Backyard Depot provides its own workmanship warranty on installation services, in addition to the applicable manufacturer's warranty on products supplied, which the Company passes through to the Customer. Details of the applicable workmanship warranty period will be confirmed at project completion. Any modifications, tampering, or improper use of products—including the use of non-approved chemicals—may void the applicable manufacturer and/or workmanship warranty.

15. Limitation of Liability and Indemnification

To the maximum extent permitted by law, The Backyard Depot's total liability shall not exceed the amount paid for the specific item or service giving rise to the claim. Customer agrees to indemnify and hold the Company harmless against claims, liabilities, or damages resulting from the use or maintenance of the products after installation, including incidents related to water quality, slip-and-fall hazards, or electrical accidents, except to the extent caused by the Company's own negligence. Nothing in this Agreement limits liability that cannot be excluded under applicable consumer protection law.

16. Termination

Cancellation of services prior to project completion is governed by The Backyard Depot's Return & Cancellation Policy, which is incorporated into this Agreement by reference. Either party may terminate this Agreement for a specific project in accordance with the terms of that Policy. Upon termination, the Customer remains responsible for payment of all labor and materials provided up to the effective date of termination, including any non-refundable deposits for custom or special order equipment as described in that Policy.

17. Time Estimates

While the Company will make every reasonable effort to meet proposed installation dates, all project timelines are estimates. The Company shall not be liable for damages arising from delays in project completion, except to the extent caused by the Company's own negligence.

18. Jurisdiction and Governing Law

This Agreement shall be governed by the laws applicable in the Customer's province of residence. For Customers residing in Ontario, any legal matters shall be dealt with within the Ontario jurisdiction. For Customers residing in Quebec, any legal matters shall be dealt with within the Quebec jurisdiction. For Quebec residents, this Agreement shall be interpreted in accordance with the mandatory provisions of the Quebec Consumer Protection Act and the Civil Code of Quebec.

19. Additional Legal Provisions

Limitation of Action: Any claim arising out of this Agreement must be commenced within two (2) years after the cause of action accrues.

Cancellation Fees: Any applicable cancellation fees are set out in The Backyard Depot's Return & Cancellation Policy.

Mediation: Parties agree to first attempt resolution through good-faith negotiation before proceeding to formal legal action.

Intellectual Property & Photos: The Company reserves the right to use photos of completed installations for marketing purposes, subject to the terms of our Privacy Policy, provided no private identifiers are disclosed without consent.

Risk of Loss: Risk of loss passes to the Customer upon delivery. Customer is responsible for insuring the equipment against theft or vandalism once delivered.

20. Severability, Entire Agreement, and Updates

If any provision is held to be invalid, the remaining provisions shall continue in full force and effect. This MSA, together with all active SOWs, constitutes the entire agreement between the parties. The Backyard Depot reserves the right to amend this Agreement; by continuing to accept services or signing a new SOW after notice of such amendments, the Customer agrees to be bound by the then-current terms.