Version: 1.0 Effective Date: April 13, 2026

PART A — GENERAL TERMS OF SERVICE

A1. Introduction

These Terms of Service (the “Terms”) describe how CEECAM (“the Company,” “we,” “us,” or “our”) works with clients who engage us for products or services (“the Client,” “you,” or “your”). They apply to all CEECAM products, systems, and services, including the supply, installation, commissioning, and servicing of construction camera systems and related equipment.

Part A covers the general terms that apply to the overall relationship. Part B covers additional terms specific to on-site installation, commissioning, and servicing work. If there is a conflict between Part A and Part B on an installation or servicing matter, the more specific provision in Part B will apply.

A2. Definitions

“Agreement” means these Terms of Service together with any applicable quotation, work order, or statement of work.
“Equipment” means temporary camera systems and any related hardware provided by the Company.
“Products” means CEECAM camera systems, software platforms, and related technology.
“Services” means any work performed by the Company, including installation, commissioning, servicing, maintenance, and support.
“Site” means the Client’s construction site or other designated location.
“Additional Services” means any work outside the originally agreed scope.
“Time and Materials (T&M)” means billing based on actual labour time and materials used.
“Fixed Price” means a pre-agreed total cost for a defined scope of Services.

A3. Acceptance of Terms

By engaging the Company to provide Products or Services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms. If the Client does not agree, they should not proceed with the engagement.

A3.1 Precedence of Terms

These Terms govern the relationship between CEECAM and the Client for all Products and Services. We understand that many Clients issue purchase orders, work orders, requisitions, or similar procurement documents as part of their internal processes (collectively, “Client PO Terms”), and we are happy to work with those documents as order references for the Client’s administrative purposes.

That said, where any Client PO Terms conflict with or differ from these Terms, these Terms will prevail unless CEECAM has specifically agreed to the variation in writing. As a technology and service provider rather than a construction trade, CEECAM’s services do not typically fall within the scope of standard construction procurement terms — such as holdback provisions, retainage, progress billing structures, lien waivers, or trade-specific classifications. Where a Client wishes to apply terms of this nature, we are open to discussing them; any such arrangement would simply need to be agreed in writing as a separate addendum.

A Client’s issuance of a purchase order or similar document referencing CEECAM Services is treated as acceptance of these Terms, even where the document contains or references different terms.

A4. Continuous Product Improvement

CEECAM is committed to ongoing improvement of its products and platform. We reserve the right to modify, enhance, add to, or remove features, functionality, or services associated with CEECAM Products or Systems at any time as part of this effort. Where changes materially affect the Client’s use of the Products, we will make reasonable efforts to provide advance notice.

A5. Independent Contractor Relationship

CEECAM is a technology and service provider specializing in construction camera systems, time-lapse documentation, and related services. For clarity, CEECAM does not operate as a construction contractor, subcontractor, trade, or supplier of construction materials within the meaning of applicable construction lien or builders’ lien legislation.

The parties are, and will remain, independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employer-employee relationship. Neither party has the authority to bind or obligate the other unless expressly agreed in writing.

Where a Client’s site or procurement processes include contractor or trade classifications, we ask that CEECAM be categorized appropriately as a technology service provider. If a Client’s requirements involve construction industry obligations — such as constructor-level WSIB registration or trade-specific certifications — we are happy to discuss these on a case-by-case basis, though they may need to be addressed through a separate written agreement and may involve additional costs.

Split engagement structure: We recognize that some Clients may need to classify on-site installation work under a contractor or trade category to satisfy their own procurement, insurance, or site safety requirements. In those cases, we ask that the Client structure the engagement as two separate components: one covering the physical on-site installation and servicing work, and one covering the ongoing technology service, equipment rental, and platform access. This allows the Client to apply contractor-specific requirements to the on-site work component where genuinely needed, without extending those terms to the technology and service relationship, which is governed by these Terms. CEECAM is happy to work with the Client’s procurement team to facilitate this arrangement.

A6. Payment Terms

A6.1 Invoicing

Invoices will be issued upon completion of Services or at intervals agreed in writing.

A6.2 Payment Period

Payment is due within thirty (30) days of the invoice date unless otherwise agreed in writing.

A6.3 Late Payment

Overdue amounts are subject to interest at a rate of 1.85% per month (22.2% per annum), compounding monthly, from the due date until payment is received in full. Reasonable costs incurred in the collection of overdue amounts, including legal fees, may also be recovered.

A7. Limitation of Liability

A7.1 Disclaimer of Warranties

Services and Products are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, the Company disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

A7.2 Cap on Liability

The Company’s total aggregate liability arising out of or in connection with these Terms — whether in contract, tort, negligence, or otherwise — will not exceed the total amount paid by the Client to the Company under the applicable Agreement during the twelve (12) months preceding the event giving rise to the claim.

A7.3 Exclusion of Consequential Damages

The Company will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, regardless of the cause of action or whether the Company has been advised of the possibility of such damages.

A7.4 Platform Availability

CEECAM strives to maintain reliable access to its platform and services, but does not guarantee uninterrupted, continuous, or error-free availability. Access to the CEECAM platform — including live viewing, image retrieval, and related features — may be affected by scheduled maintenance, connectivity issues, third-party infrastructure, or other factors outside the Company’s direct control. The Company is not liable for any loss or inconvenience resulting from temporary unavailability of the platform.

A8. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

The Client’s misuse of Products or Services;
Conditions at the Client’s Site;
The Client’s breach of these Terms;
Any third-party claims arising from the Client’s use of the Products or Services.

A9. Equipment Ownership and Insurance

A9.1 Ownership of Rental Equipment

All Equipment provided under a rental arrangement remains the property of CEECAM at all times. The Client does not acquire any ownership interest in the Equipment through its installation or use.

A9.2 Client’s Duty of Care

The Client is expected to exercise reasonable care with all CEECAM Equipment while it is on Site. Equipment should not be modified, disassembled, relocated, or interfered with without prior written consent from CEECAM.

A9.3 Insurance

The Client is responsible for maintaining insurance coverage, or self-insuring, against loss of or damage to CEECAM Equipment while it is on Site. This includes coverage for theft, vandalism, accidental damage, and damage caused by third parties. Where Equipment is lost or damaged due to causes outside the Company’s control — such as negligence, theft, vandalism, power surges, water damage, or acts of third parties — the Client will be liable for the full replacement cost at CEECAM’s then-current list price.

A9.4 Return of Equipment

At the end of the rental period, the Client should make the Equipment available for retrieval in the same condition as when installed, allowing for reasonable wear and tear. If Equipment is not made available for retrieval, rental charges will continue to accrue until the Equipment is returned or its replacement cost is settled.

A10. Intellectual Property and Content Rights

A10.1 Client Ownership of Captured Content

All images, video, time-lapse sequences, and other content captured by CEECAM Equipment at the Client’s Site (“Captured Content”) belong to the Client. Commissioned works produced by the Company for the Client, such as edited time-lapse videos and other deliverables (“Commissioned Works”), are also owned by the Client upon payment in full.

A10.2 CEECAM Marketing Licence

The Client grants CEECAM a non-exclusive, royalty-free, perpetual licence to use a limited selection of Captured Content and excerpts of Commissioned Works for the Company’s own marketing, portfolio, and promotional purposes — for example, on the Company’s website, social media, proposals, and trade show materials.

The Client may opt out of this licence at any time by notifying CEECAM in writing. Upon receiving an opt-out notice, the Company will stop using new content from that Client for marketing purposes within thirty (30) days. Materials already published or distributed before the opt-out notice may remain in circulation.

A10.3 Platform Improvement

The Client acknowledges that Captured Content may be used by CEECAM to develop and improve its platform, products, algorithms, and service offerings, including machine learning models and automated analysis tools.

The Client may opt out of this use at any time by notifying CEECAM in writing. Upon receiving an opt-out notice, the Company will stop incorporating new Captured Content from that Client into training or development processes. Content already incorporated into models or systems before the opt-out notice cannot practically be extracted or removed.

A10.4 No Personally Identifiable Information

CEECAM will not knowingly use Captured Content for the purpose of identifying specific individuals. Any use of Captured Content under Sections A10.2 and A10.3 is limited to the visual depiction of construction activity, site conditions, and equipment performance.

A10.5 Data Retention and Retrieval

Following the end of a rental period or termination of Services, CEECAM will make Captured Content available to the Client for retrieval through the CEECAM platform for a period of ninety (90) days, unless a different retention period has been agreed in writing. The Client is responsible for downloading or exporting any content they wish to keep during this period.

After the agreed retention period has elapsed, Captured Content may or may not remain available at the Company’s discretion. Any retrieval of content beyond the agreed retention period is subject to availability and may incur a retrieval fee. The Company is not liable for the deletion or unavailability of Captured Content after the retention period has expired.

A11. Termination

A11.1 Termination for Convenience

Either party may terminate the Agreement by providing written notice to the other party.

A11.2 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party commits a material breach and fails to cure it within ten (10) business days of receiving written notice of the breach.

A11.3 Effects of Termination

Upon termination for any reason, the Client is responsible for paying for all Services performed and costs properly incurred up to the effective date of termination.

A12. Dispute Resolution

A12.1 Good Faith Negotiation

Both parties will first attempt to resolve any dispute through good faith discussion.

A12.2 Mediation

If a dispute is not resolved within thirty (30) days of the first written notice, either party may refer the matter to mediation. Mediation costs are shared equally.

A12.3 Arbitration

If mediation does not resolve the dispute, either party may refer the matter to binding arbitration in accordance with the rules of the ADR Institute of Ontario, Inc.

A12.4 Jurisdiction

Any legal proceedings will be brought in the courts of the Province of Ontario, Canada, and each party submits to the exclusive jurisdiction of those courts.

A13. Force Majeure

Neither party will be liable for delays or failure to perform where the cause is beyond its reasonable control, including natural disasters, acts of government, labour disputes, pandemics, or infrastructure failures.

A14. Notices

Unless otherwise stated in these Terms:

Notices to CEECAM should be delivered to its principal place of business as listed on its website.
Notices to the Client will be delivered using the contact information provided at the time of order or as subsequently updated.

Notice is considered effective upon receipt.

A15. General Provisions

A15.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

A15.2 Assignment

The Client may not assign, transfer, or subcontract any rights or obligations under these Terms without CEECAM’s prior written consent. These Terms are binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.

A15.3 Headings

Section headings are for convenience only and do not affect interpretation.

A15.4 Waiver

If CEECAM does not enforce a particular provision on a given occasion, that does not waive the right to enforce it in the future.

A15.5 Enforcement

CEECAM reserves all rights to take appropriate action in response to any unauthorized or non-compliant use of CEECAM Products or Services.

A16. Amendments

A16.1 Product and Service Changes

CEECAM may update these Terms as they relate to product features, service specifications, and operational procedures by posting revised Terms on its website. Updates become effective upon posting, and continued use of CEECAM Products or Services constitutes acceptance of the revised Terms.

A16.2 Contractual Amendments

Changes to pricing, scope of work, payment terms, or other commitments specific to a Client engagement will only be binding if agreed in writing by both CEECAM and the Client.

A17. Entire Agreement

These Terms, together with any documents expressly incorporated by reference (including any applicable quotation, work order, or statement of work issued by CEECAM), constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to the subject matter herein.

For clarity, terms contained in any Client purchase order, requisition, or procurement document do not form part of this Agreement unless specifically accepted by CEECAM in writing in accordance with Section A3.1.

A18. Survival

Provisions that by their nature should survive termination will continue in effect, including intellectual property provisions, warranty disclaimers, limitation of liability, indemnification obligations, and payment obligations.

A19. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

PART B — INSTALLATION, COMMISSIONING, AND SERVICING TERMS

B1. Application

This Part B applies to all installation, commissioning, and servicing work performed by CEECAM at Client Sites. These terms supplement Part A — all general provisions in Part A (including payment, liability, indemnification, dispute resolution, and termination) apply equally to work performed under this Part B.

B2. Scope of Services

B2.1 Equipment Installation

The Company will install Equipment at the Site in accordance with the agreed specifications.

B2.2 Equipment Commissioning

The Company will test and verify Equipment functionality following installation to confirm proper operation.

B2.3 Servicing Work

The Company will perform servicing as agreed, including maintenance, repair, and adjustment of Equipment.

Servicing of rental Equipment: During an active rental period, servicing is provided at no additional charge where the issue is attributable to the Equipment itself, its installation, or any other cause within the Company’s reasonable control. Where the cause of a service issue is determined to be outside the Equipment — such as loss of site power, damage caused by the Client or third parties, negligence, environmental factors, or interference with the Equipment — the service visit and any resulting repair or replacement will be billable to the Client in accordance with the billing provisions in Section B4.

B2.4 Additional Services

Any work outside the originally agreed scope constitutes Additional Services. These will be communicated to the Client and billed separately, either under T&M or a revised Fixed Price.

B3. Client Obligations

B3.1 Provision of Access

The Client is responsible for providing safe, unobstructed access to all required work areas, including clear physical access paths, access to installation locations, and any required elevated access equipment (e.g., boom lifts, scissor lifts). This includes making any necessary arrangements with on-site security, property management, general contractors, and any other parties whose cooperation is needed for the Company to access the Site and perform the Services.

If required access equipment is not provided by the Client, the Company may source and supply it at cost plus a 15% administration fee.

B3.2 Denied or Failed Access

If the Company’s personnel arrive at the Site and are unable to perform the scheduled Services because access has not been properly arranged — for example, due to uncoordinated site security, missing credentials or escorts, or site closures not communicated in advance — the visit will be treated as an Aborted Visit. In this case, the following charges apply:

A minimum charge of four (4) hours at the standard labour rate, or the actual time incurred (including travel), whichever is greater;
All travel costs associated with the visit;
An administration fee of $150.

Any rescheduled visit required as a result will be treated as a new service call and billed accordingly. Aborted Visits do not reduce or credit any amounts owing under existing Fixed Price agreements.

B3.3 Delays Caused by the Client

Delays or repeat visits caused by inadequate access, missing equipment, or site readiness issues attributable to the Client will be billed at the applicable labour rate plus travel costs.

B3.4 Communication and Cooperation

The Client should respond promptly to requests for information, provide required technical details, and ensure appropriate personnel are available for coordination. Delays attributable to unresponsiveness may result in additional charges.

B3.5 Safe and Proper Site Condition

The Client is responsible for maintaining a safe work environment in compliance with applicable health and safety legislation, and should inform the Company of any known hazards before work begins.

B3.6 Power and Connectivity

Client-supplied power: Where the Client is providing electrical power to CEECAM Equipment, the Client is responsible for ensuring that the power supply is reliable, properly rated, and maintained for the duration of the rental or service period. Service issues or Equipment downtime resulting from loss of Client-supplied power, power surges, or inadequate electrical supply are not covered under warranty servicing and may be billable in accordance with Section B2.3.

CEECAM-supplied solar power kits: Where CEECAM provides a solar power kit as part of the Equipment, the Client acknowledges that solar power is inherently variable and dependent on weather, season, location, and panel orientation. CEECAM cannot guarantee continuous power delivery from solar kits. In some circumstances, the Client may be asked to assist — for example, by temporarily connecting the Equipment to mains power for a charging period. The Client agrees to cooperate with such requests in a timely manner. Equipment downtime resulting from insufficient solar charging is not a defect in the Equipment and is not covered under warranty servicing.

Client-supplied network connectivity: Where the Client is providing network connectivity (wired, Wi-Fi, or cellular) to CEECAM Equipment, the Client is responsible for ensuring that the connection remains functional and reasonably available for the duration of the rental or service period. Service issues, loss of live viewing, or gaps in image capture resulting from connectivity problems attributable to the Client’s network are not the responsibility of the Company.

B4. Time Estimation and Billing

B4.1 General Provisions

All time estimates provided under T&M engagements are non-binding and are provided for planning purposes only. The Client will be billed for actual labour time and materials used. Clients who prefer cost certainty should request a Fixed Price quotation in advance.

Minimum call-out charge: All billable site visits are subject to a minimum charge of three (3) hours at the standard labour rate, regardless of the actual time spent on Site.

Travel charges: The Company services Clients across Canada. Travel charges — including travel time, mileage, and related expenses — may apply depending on the location of the Site. The applicability and amount of travel charges will vary by region and will be communicated to the Client in advance where foreseeable. Travel charges apply to both T&M and Fixed Price engagements unless explicitly included in the Fixed Price quotation.

B4.2 On-Site Orientations and Safety Procedures

The Client acknowledges that site-specific orientations, safety training, and similar procedures may be required before work can commence. We appreciate that these are an important part of site safety, and the Company complies with all applicable occupational health and safety regulations.

A few things to note about how orientation time is handled:

Orientation time is billed separately from installation or service work.
This applies under both T&M and Fixed Price engagements.
Client-specific safety requirements that go beyond standard regulatory obligations are billable to the Client.

Orientation billing tiers:

Orientations up to sixty (60) minutes are billed at the standard labour rate.
Orientations exceeding sixty (60) minutes are billed at 150% of the standard labour rate for the entire orientation period.

Disproportionate orientation time: Where the total orientation time exceeds the estimated productive work time for a scheduled visit, the Company may bill the entire visit (orientation and productive work combined) at 150% of the standard labour rate. The Company will communicate this in advance where foreseeable.

Advance completion of orientation: To help keep site visits efficient, the Company may ask the Client to provide orientation materials, documentation, or online training modules in advance so that non-site-specific components can be completed before arrival. The Client should make such materials available promptly upon request.

Repeat orientations: Where the Company’s personnel have previously completed a site orientation at the same Site, any requirement to repeat the orientation within twelve (12) months — other than as required by changes in applicable law or regulation — will be billed at 150% of the standard labour rate from the first minute.

B4.3 Unexpected Installation Conditions

Unexpected site conditions (e.g., non-standard mounting requirements, structural limitations, environmental factors) may require additional time and materials beyond the original estimate. The Company will communicate any material changes and bill accordingly.

B4.4 Scope Changes During Installation

Any changes to the scope of work requested by the Client after installation has commenced will be treated as Additional Services and billed under T&M or an adjusted Fixed Price.

B4.5 Pre-Installation Site Visits

The Company may conduct pre-installation site visits at its own discretion when it determines that a visit is necessary for planning or risk assessment purposes. Site visits initiated by the Company are performed at no charge to the Client.

Where the Client requests a pre-installation site visit that the Company does not consider necessary, the visit will be billed at the standard labour rate plus applicable travel costs. The Company will let the Client know in advance if a requested visit is considered unnecessary and therefore billable.

B5. Additional Equipment Requirements

B5.1 Identification of Need

Additional equipment or material requirements may only become apparent once work has commenced on Site.

B5.2 Charges and Responsibility

The Client is responsible for providing any site-specific equipment required for the Company to perform the Services. If such equipment is not available, the Company may source and supply it at cost plus a 15% administration fee. This applies to both T&M and Fixed Price engagements.

B6. Use of Third-Party Labour or Subcontractors

The Company may, at its discretion, engage third-party labour or subcontractors to perform all or part of the Services. By engaging the Company under these Terms, the Client consents to this arrangement.

The Company will exercise reasonable care in selecting and overseeing any third parties. However, the Company is not liable for the acts or omissions of third-party labour or subcontractors, except where caused by the Company’s own negligence in their selection or supervision.

The Client agrees to indemnify the Company against any claims, liabilities, or losses arising from the acts or omissions of third-party labour or subcontractors performing Services at the Client’s Site.