- Article 1 - Conditions on Participation
- Article 2 – Commercial Network Communications Package and Services
- Article 3 - Merchant Obligations and Responsibilities
- Article 4 - Payment of Fees
- Article 5 - Indemnity
- Article 6 - Term and Termination
- Article 7 - Miscellaneous
The following terms and conditions form part of and are incorporated into the Commercial Network Agreement on the first page of this document. SaskEnergy Incorporated (“SaskEnergy”) and the Applicant to this Commercial Network Agreement (the “Merchant”) wish to enter into an agreement relating to communications and industry development, which shall be provided on the terms and conditions set forth below. In consideration of mutual promises and other good and valuable consideration, the parties agree as follows:
1.1 SaskEnergy will evaluate the Merchant’s application and will rely upon warranties and representations made by the Merchant in the application in determining whether to enter into this agreement with the Merchant. The parties acknowledge that the Commercial Network participation criteria have been developed in consultation with industry members at a Commercial Industry Dialogue table, including Mechanical Contractors Association of Saskatchewan (MCAS), SaskEnergy Incorporated and industry members. Changes in participation criteria developed through this Commercial Industry Dialogue table may be incorporated by SaskEnergy without further notice to Merchant from time to time throughout the term of this Agreement.
1.2 Merchant represents and warrants that the statements made in this agreement are true and correct in all respects, and undertakes to notify SaskEnergy of any change respecting any or all of the participation criteria in a timely manner. If any representation or warranty proves to be false SaskEnergy has the right, at its sole discretion, to immediately terminate this Agreement.
2.1 In consideration of the fees paid by the Merchant pursuant to this Agreement, SaskEnergy agrees to provide a Commercial Network Communications package and related services to the Merchant as described herein, at such times and at such locations as agreed to by the parties.
2.2 The Commercial Network Communications package shall be comprised of the following components:
a. SaskEnergy will provide a vehicle signage package.
b. SaskEnergy will provide a Commercial Network logo for use on items such as, but not limited to, business cards, customer proposals, invoices and websites.
2.3 The services shall be comprised of the following components:
a. SaskEnergy will provide annual merchant visitations to effectively support communication and Commercial Network programs.
b. SaskEnergy staff will refer commercial customers to merchants who have signed Commercial Network agreements with SaskEnergy.
c. Maintain a Commercial Industry Dialogue table to address issues common to Commercial Network participants.
d. Provide leadership and information sharing in customer, market and industry trends and make available training for SaskEnergy programs.
e. Provide leadership in accessing federal funds for energy efficiency improvements
f. Make available opportunity for participation at events and meetings organized by SaskEnergy to acquire new customers and retain existing customers.
Merchant agrees to:
3.1 Maintain insurance, bonding ability and good standings required under participation criteria and to permit SaskEnergy from time to time to confirm the financial status of the Merchant, by contacting the Financial References listed in Schedule “A.”
3.2 Pay the annual fee as set out in this agreement.
3.3 Provide quality customer service in the carrying out of its operations, and demonstrate the ability to provide sales and service solutions for commercial customers.
3.4 Make available communication tools to support programs made available by SaskEnergy pursuant to this agreement. Merchant agrees to provide at a minimum a fax machine.
3.5 Participate in SaskEnergy Commercial financing programs and attend customer meetings and events organized by SaskEnergy, where applicable.
3.6 Attend and participate in program training as provided by SaskEnergy from time to time.
3.7 Participate in customer, market and industry analysis with SaskEnergy.
3.8 A visible statement/logo denoting membership will be included on customer quotes and advertising. Prominently display vehicle signage and other contents of Commercial Network communication package as provided by SaskEnergy.
3.9 Maintain its vehicles in a reasonable state of appearance.
3.10 Promote and actively convey a positive image of the natural gas industry and support the Commercial Network initiatives. The Merchant agrees to support highest standards for safety and professionalism in the carrying out of its operations.
3.11 Comply with all codes and regulations relevant in the natural gas industry.
3.12 Advertise in a truthful and professional manner and avoid portraying Commercial Network merchants and SaskEnergy in a negative way.
3.13 Merchant will ensure that all plumbing, heating, electrical, fire protection, air conditioning and ventilation work performed by or on behalf of the Merchant for a customer will be performed by skilled tradesmen who possess the appropriate journeymen’s qualifications and certificates prescribed from time to time by law, or by qualified apprentices under the supervision of such tradesmen.
3.14 Merchant will offer the following warranty and include this statement in all contracts with customers when it relates to the installation of natural gas equipment.
3.14.1 Correct properly, at our own expense, defects and deficiencies in the Work which appears prior to, and during, the period of one year from the date of Substantial Performance, or as otherwise specified in the contract.
3.15 Notify SaskEnergy in the event of a change in name or location of the business.
3.16 Comply with applicable privacy legislation in conducting business with our mutual customers.
3.17 Each party consents and agrees to allow the other party to store contact information, such as names, phone numbers, and email addresses for its business representatives, and to use such information internally and to communicate with the other party for the purposes of their business relationship.
4.1 In consideration for the provision of Commercial Network communication packages and related services, the Merchant agrees to pay to SaskEnergy an annual fee as follows:
- Current member of SaskEnergy Residential Network $ 250.00 + GST
- Non-Member of SaskEnergy Residential Network current member MCAS $ 500.00 + GST
- Non-Member of SaskEnergy Residential Network and MCAS $1,000.00 + GST
4.2 The fees are payable annually, with the initial payment being submitted together with the application for the Commercial Network Agreement. SaskEnergy will advise the Merchant prior to expiry of the annual membership of the initial agreement term regarding the fees payable for an annual extension of the agreement. Payment of annual fees shall be remitted within thirty (30) days of such notice or the agreement may be terminated at SaskEnergy’s option as set forth herein.
5.1 The Merchant shall indemnify and hold harmless SaskEnergy from and against any suit, claim, loss, cost, damage or expense brought, pressed, claimed or awarded against SaskEnergy arising directly or indirectly from the act or omission of the Merchant or its employees, agents, or representatives in respect of the Commercial Network agreement or services, the breach of any provision of this Agreement, the negligence of the Merchant, or respecting products provided, installed or sold by the Merchant.
5.2 SaskEnergy shall indemnify and hold harmless the Merchant from and against any suit, claim, loss, cost, damage or expense brought, pressed, claimed or awarded against the Merchant arising directly or indirectly where SaskEnergy is found legally liable for the act or omission of SaskEnergy or its employees, agents, or representatives in respect of the Commercial Network agreement or services or of the breach of any provision of this Agreement or of the negligence of SaskEnergy.
6.1 Unless terminated in accordance with the other provisions of this Article, the initial term of this Commercial Network Agreement shall be effective from the date of execution hereof by both parties, until December 31, of the current year, provided however that subsequent terms shall be effective for twelve months from January 01 to December 31 of the following year.
6.2 The parties agree that the Commercial Network Agreement will be renewed automatically for successive annual terms unless either party provides prior written notice terminating the agreement thirty (30) days prior to the annual renewal date.
6.3 In the event the Merchant breaches or is in default of any term or covenant to this Commercial Network Agreement, SaskEnergy may provide a Notice of Default to the Merchant. In the event the Merchant has not remedied the breach or default or commenced remedy of the breach or default to the satisfaction of SaskEnergy within thirty (30) days of receipt of the same, SaskEnergy may, at its option, terminate this Agreement by providing written notice to such effect to the Merchant. If the Merchant does not agree with a determination of a breach or default in relation to the construction or installation of natural gas facilities, and discussions with SaskEnergy reach a deadlock, the Merchant in such event shall deliver to SaskEnergy a written notice requesting binding arbitration and specifying the deadlock issue to be resolved. Within twenty (20) days of receipt of the written notice SaskEnergy and the Merchant shall appoint an independent third party representative who shall chair the arbitration. The arbitration will be final and binding on the Parties and will not be subject to a review of any kind whatsoever in any forum whatsoever.
6.4 The Merchant shall notify SaskEnergy of any material change in the ownership, business, operations or capital structure of the Merchant, and the parties agree that a material change shall constitute an event of default upon which SaskEnergy may immediately, at its sole discretion, terminate this Agreement. For greater clarity, a material change shall be deemed to include, without limitation:
(i) the Merchant sells, or agrees to sell, all, or substantially all, of the Merchant’s assets;
(ii) the Merchant ceases, or threatens to cease, to carry on business;
(iii) the Merchant generally fails to pay its debts as such debts become due;
(iv) the bankruptcy or insolvency of the Merchant;
(v) the filing against the Merchant of a petition in bankruptcy;
(vi) the appointment of a receiver or trustee for the Merchant, or for any assets of the Merchant, by or against the Merchant pursuant to any type of bankruptcy or insolvency proceedings;
(vii) the institution by or against the Merchant of any formal or informal proceedings for the dissolution or liquidation of, settlement of claims against or winding up of the affairs of the Merchant;
(viii) the Merchant amalgamates or merges with another entity;
(ix) if the Merchant is a partnership, the change or deletion of 50% or more of its partners;
(x) if the Merchant is an individual or a partnership, the death of or the declaration of incompetency by a court of competent jurisdiction with respect to the individual or a partner;
(xi) the Merchant changes the legal structure of its business from what was indicated in Schedule "A" of its original application. (example: Partnership to Corporation; Sole Proprietor to Partnership.) The newly constituted Merchant shall have the right to re-apply for a new membership and Commercial Network Agreement with SaskEnergy under its new constitution, in the event the participation criteria are met, as determined by SaskEnergy.
6.5 In the event the Commercial Network Agreement is terminated in accordance with the provisions hereof, parties agree:
a. That the Merchant shall return the Commercial Network communications package and signage to SaskEnergy as soon as reasonably practical.
b. SaskEnergy will terminate the Merchant’s benefits under the Commercial Network Agreement.
c. Fees paid pursuant to this Commercial Network Agreement will be forfeited upon termination of the Agreement.
6.6 Notwithstanding anything contained in this Article, the provisions of Article 5 shall survive the expiration or termination of this Agreement.
7.1 SaskEnergy consents to the Merchant’s use of its Official Mark, “SaskEnergy”TM and “Your Natural Choice”TM and the stylized flame logo for the purposes of and in accordance with the terms and conditions of this Commercial Network Agreement. The Merchant agrees and acknowledges that any use of SaskEnergy’s protected marks shall ensure to the benefit of SaskEnergy.
7.2 Notices, where required in this Agreement shall be sufficiently given if delivered personally or by regular mail to the addresses set forth on the cover page of this Agreement. Notices shall be deemed to have been delivered on the earlier of the date of actual delivery or three (3) days after posting.
7.3 The Merchant is hereby deemed an “independent contractor” and nothing herein shall be read or construed so as to constitute the Merchant an agent, representative or employee of SaskEnergy.
7.4 Neither party may assign this Agreement unless that party has first obtained the express written consent of the other.
7.5 This Agreement shall be binding on and ensure to the benefit of the Merchant and SaskEnergy and their respective successors and permitted assigns.
7.6 In the interpretation of this Agreement, words in the singular shall be read and construed in the plural and vice versa, and words in the masculine shall include the feminine and neuter, where the context so requires.
7.7 If any provision in this Agreement or any part thereof shall be held by a court of competent jurisdiction to be invalid or unenforceable, such provision, or part thereof, shall be severable herefrom and of no force and effect without invalidating the remaining provisions hereof and this Agreement shall continue in full force and effect as if the same had not been a part hereof.