Terms & Conditions — Services

Gryphon Energetics Inc. (“GEI”) Terms & Conditions for Services

These Terms & Conditions for Services (“Terms”) apply to all professional, technical, advisory, administrative, instructional, emergency response, consulting, training, licensing, compliance, ERAP, disposal, render-safe, or related services provided by Gryphon Energetics Inc. (“GEI”) to any Client, including individuals, sole proprietors, partnerships, corporations, governmental or regulatory bodies, emergency services, industrial operators, and any employee, contractor, agent, or representative acting on behalf of such entities. By requesting, authorizing, activating, engaging, receiving, or continuing to receive any Services from GEI, whether formally or informally and whether on-site or remotely, the Client agrees to be bound by these Terms.

SECTION 1 — DEFINITIONS

For the purposes of these Terms:

“Act and Regulations” means the Explosives Act and the Explosives Regulations, 2013, as amended, together with any successor legislation.

“Authorized Contact” means an individual designated by the Client in writing who is authorized to request, approve, or activate the Services on behalf of the Client.

“Client” means any individual or legal person, including a sole proprietor, partnership, corporation, trust, joint venture, association, governmental authority, or other legally recognized entity that requests, authorizes, activates, permits, or benefits from GEI’s provision of Services, whether directly or indirectly.

“Corporate Officer” means a duly appointed or elected director or executive of GEI. The Board may designate an individual as an Acting Corporate Officer for a limited purpose or duration, provided such designation is made in writing by an authorized director or executive. An Acting Corporate Officer has only the authority expressly granted in the written designation. This definition expressly excludes any employee holding the title of “Emergency Response Officer,” “Technical Advisor,” or similar role, unless that individual also serves as a director, executive, or has been designated as an Acting Corporate Officer.

“Emergency” or “Incident” means any actual, suspected, or potential event involving explosives, energetic materials, dangerous goods, regulated substances, or hazardous conditions that may result in injury, death, property damage, environmental harm, regulatory action, or public safety risk.

“Emergency Response Officer” or “ERO” means an individual designated by GEI to lead, coordinate, and direct emergency response activities and personnel during the provision of Services. An ERO possesses training, knowledge, experience, and operational competence commensurate with the nature of the emergency tasks being undertaken and may supervise, direct, or coordinate Emergency Response Technicians and other responders, whether employed by GEI or engaged by the Client or third parties. The designation of an individual as an Emergency Response Officer does not, by itself, confer or imply status as a corporate officer of GEI, unless the individual otherwise holds such office.

“Emergency Response Technician” or “ERT” means an individual who assists in the performance of emergency response or support activities under the direction and supervision of an Emergency Response Officer. An ERT may possess specialized skills, training, or qualifications but does not exercise independent command or decision-making authority and acts only within the scope of tasks assigned by an ERO.

“ERAP” means an Emergency Response Assistance Plan under the Transportation of Dangerous Goods Act and Regulations.

“Incident Command System” or “ICS” means a standardized incident management framework, including unified command structures, as used by emergency responders and authorities having jurisdiction.

“Licence” means any licence, permit, certificate, approval, authorization, or registration required under applicable law, including without limitation magazine licences, fireworks operator certificates, possession and acquisition licences, permits, ERAP approvals, or equivalent authorizations.

“Services” means any professional, technical, advisory, administrative, instructional, or support services provided by GEI, whether on-site or remote, including without limitation emergency response and incident support, ERAP technical advisor services, consulting, audits, assessments, licence or permit management, compliance assistance, training and instruction, disposal or render-safe services, and any related opinions, recommendations, reports, or deliverables.

“Training” means any instructional, educational, classroom, field, practical, written, or verbal training, demonstration, exercise, or assessment provided by GEI, whether formal or informal.

“Terms” means these Services Terms & Conditions, together with any schedules, policies, or service agreements expressly incorporated by reference.

Where capitalized in these Terms, words and expressions have the meanings assigned to them in this Section and include all grammatical variants and tenses (for example, “Advise” and “Advising” have the same meaning as “Advice”). Uncapitalized terms are used in their ordinary or general sense; however, the use of an uncapitalized term does not necessarily exclude the defined meaning. Individual sections may define additional terms applicable only to that section, which will appear in quoted parentheses.

SECTION 2 — SCOPE OF SERVICES

2.1 Nature of Services

GEI provides professional, technical, advisory, administrative, instructional, and operational support services relating to explosives, energetic materials, dangerous goods, emergency response, regulatory compliance, and related activities. Services may be provided on-site or remotely and may include, without limitation:

Emergency response and incident support;
ERAP technical advisor services;
Consulting, audits, assessments, and technical reviews;
Licensing, permitting, compliance, and regulatory management services;
Training, instruction, exercises, and educational services;
Disposal, render-safe, recovery, mitigation, and advisory support;
Reports, opinions, recommendations, documentation, and deliverables associated with the foregoing.

2.2 Engagement and Activation

Services are provided only upon request, authorization, or activation by an Authorized Contact or as otherwise agreed in writing. No request, inquiry, or prior relationship creates any obligation on GEI to provide Services unless and until GEI expressly agrees to do so.

2.3 Availability and Continuity of Services

Once Services are accepted or activated, GEI will use commercially reasonable efforts to provide and continue the Services in accordance with the agreed scope and any applicable response commitments. The Client acknowledges that emergency response and technical advisory services are inherently dependent on safety conditions, legality, information accuracy, site access, and resource availability.

Where GEI is engaged under an Emergency Response Assistance Plan (ERAP) or similar emergency response arrangement, GEI shall make commercially reasonable efforts to respond within the applicable response timeframe specified in the ERAP approval or governing regulatory framework, subject to safety, legality, and operational feasibility.

GEI may suspend, modify, limit, or withdraw the Services, in whole or in part, where continuation would be unsafe, unlawful, or impracticable, where material information required to perform the Services is unavailable or unreliable, or where required by regulatory, operational, or professional considerations. Any such suspension or withdrawal does not relieve the Client of its ongoing legal, regulatory, or operational responsibilities.

Nothing in this Section guarantees physical attendance, on-site deployment, continuity of presence, or any particular outcome, nor does it obligate GEI to place its personnel at risk or act contrary to law or regulatory direction.

2.4 Third-Party Dependencies and Constraints

The provision of Services is subject to the availability of GEI personnel, equipment, travel, access, information, and third-party resources. Except as expressly stated in writing with respect to ERAP response commitments, GEI does not guarantee response times, attendance, duration, continuity, or outcomes.

2.5 Operational Authority and Incident Management

GEI may provide advisory, technical, operational, mitigation, recovery, cleanup, disposal, or other emergency response services, as expressly agreed or activated.

GEI does not assume incident command, site control, or authority having jurisdiction by default. GEI personnel may operate within an Incident Command System, unified command, or similar framework and may accept operational control or command functions only where such authority is formally transferred by the competent authority and expressly accepted by GEI.

Where GEI is engaged to perform operational response, mitigation, cleanup, disposal, or render-safe activities, GEI acts within the scope of the Services agreed and subject to applicable laws, regulatory oversight, and safety constraints.

2.6 Standard of Performance

GEI shall perform the Services in a commercially reasonable manner consistent with prevailing industry practices, having regard to the information available at the time, the urgency of the circumstances, and safety and legal constraints. GEI does not guarantee any particular result or outcome.

2.7 Client Responsibilities

The Client is responsible for providing accurate, complete, and timely information; ensuring safe access to sites and materials; maintaining required licences, permits, and authorizations; and implementing appropriate safety, supervision, and control measures. GEI may rely on information provided by the Client without independent verification.

2.8 Required Information and Documentation

The Client shall provide GEI, in a timely manner and upon request, with all information, documentation, and materials reasonably necessary for GEI to perform the Services safely, lawfully, and effectively.

Without limiting the foregoing, this includes, as applicable:

Copies of any Emergency Response Assistance Plan (ERAP), ERAP approvals, and related correspondence;
Safety Data Sheets (SDS), product specifications, technical data sheets, formulations, UN shipping descriptions, and packaging information;
Regulatory approvals, licences, permits, certificates, exemptions, and conditions;
Shipping documents, manifests, inventories, quantities, storage locations, and site plans;
Hazard assessments, incident reports, prior enforcement actions, and inspection findings;
Manufacturer instructions, handling requirements, and disposal guidance;
Contact information for responsible personnel, regulators, and carriers.

The Client acknowledges that, particularly in emergency or incident response situations, complete or current information may not be immediately available. Where information is incomplete, unavailable, inaccurate, or evolving, GEI may nevertheless proceed with the Services based on reasonable professional judgment, assumptions, estimates, industry practice, observable conditions, and information obtained from third parties or authorities.

GEI shall be entitled to rely on such assumptions and judgments without independent verification, and the Client accepts responsibility for any risks, limitations, or consequences arising from information gaps, inaccuracies, or delays, except to the extent caused by GEI’s gross negligence or willful misconduct.

The provision of Services under such conditions does not constitute a representation that the information relied upon is complete or accurate, nor a waiver of the Client’s ongoing obligation to provide updated or corrected information as it becomes available.

2.9 Limits of Scope, Competence, and Authority

GEI is not obligated to provide, and may refuse, decline, limit, or withdraw from providing, any Services that, in GEI’s professional judgment, exceed its agreed scope of engagement, training, qualifications, authorizations, resources, or operational competence, or that would require GEI to act as a law enforcement body, bomb squad, authority having jurisdiction, or criminal investigative agency.

Without limiting the foregoing, GEI does not provide bomb threat assessment, improvised explosive device (IED) response, or criminal investigation services unless expressly agreed in writing and lawfully authorized.

This Section does not prohibit GEI from providing Services in respect of military, legacy military, commercial, or regulated explosive materials, munitions, or energetic substances where such Services are within GEI’s competence and authorizations and are not undertaken in the context of bomb threat assessment, IED response, or criminal investigation.

Any refusal or limitation of Services under this Section does not constitute a breach of these Terms and shall not give rise to any liability on the part of GEI, subject always to Section 6 (Limitation of Liability).

SECTION 3 — COMPLIANCE WITH LAW

3.1 Client Compliance Obligations

The Client is solely responsible for ensuring that all activities, materials, facilities, personnel, and operations to which the Services relate comply at all times with applicable federal, provincial, territorial, municipal, and local laws, regulations, permits, licenses, approvals, and orders. Without limiting the foregoing, this includes compliance with legislation and requirements relating to explosives, energetic materials, dangerous goods, occupational health and safety, environmental protection, emergency management, transportation, storage, training, licensing, and permitting.

3.2 Advisory Role Only

GEI provides professional, technical, advisory, administrative, and instructional services only. GEI does not act as the licence holder, permit holder, consignor, shipper, operator, employer, or regulated party unless expressly agreed in writing. The provision of Services by GEI does not constitute legal advice, regulatory approval, certification, authorization, or a representation that the Client is compliant with applicable laws.

3.3 Client Cooperation and Authority

The Client shall provide GEI with accurate, complete, and timely information and shall ensure that GEI is granted reasonable access to personnel, facilities, documentation, and authorities reasonably necessary to perform the Services. GEI may rely on information provided by the Client and has no obligation to independently verify its accuracy or completeness.

3.4 No Waiver of Enforcement or Regulatory Outcomes

GEI does not warrant or represent that the provision of Services will prevent inspections, enforcement actions, penalties, prosecutions, licence conditions, audits, or regulatory determinations by authorities having jurisdiction.

SECTION 4 — RELIANCE AND INDEPENDENT JUDGMENT

4.1 Reliance on Services Within Scope

The Client may rely on the Services, including GEI’s professional judgments, recommendations, and technical decisions, within the scope of the Services agreed to and actually provided, and subject to the information made available to GEI at the time. Reliance does not shift statutory responsibility unless expressly required by law. Such reliance is reasonable only within the scope of the Services and the information made available to GEI at the time.

Nothing in this Section converts GEI into the licence holder, carrier, operator, employer, or authority having jurisdiction, nor relieves the Client of non-delegable legal or regulatory obligations.

No person or entity other than the Client may rely on the Services or assert any claim arising from them.

4.2 Allocation of Responsibility

Within the scope of the Services, GEI may assess risks, make professional judgments, and provide operational recommendations or decisions intended to guide the Client’s response, mitigation, compliance, or recovery actions. The Client is entitled to rely on such judgments and recommendations as part of the Services.

Notwithstanding the foregoing, the Client retains ultimate responsibility for compliance with applicable laws, regulatory obligations, and any responsibilities that cannot be delegated as a matter of law, including obligations imposed on licence holders, operators, or employers. Nothing in these Terms transfers regulatory status, statutory duties, or authority having jurisdiction to GEI except where expressly agreed in writing.

4.3 No Legal Advice; Regulatory Actions Distinguished

Nothing provided by GEI shall be construed as legal advice. Except where GEI is expressly engaged in writing to prepare, submit, manage, or liaise in respect of licences, permits, authorizations, ERAPs, or other regulatory approvals on behalf of the Client, nothing provided by GEI constitutes a representation, warranty, or guarantee that any approval will be issued, maintained, renewed, amended, or accepted by any authority having jurisdiction.

Where GEI is engaged to perform regulatory or licensing services, GEI acts as an administrative or technical representative of the Client based on information supplied by the Client, and the Client remains the applicant, licence holder, or regulated party unless expressly agreed otherwise in writing.

4.4 Training and Instruction

Any training or instruction provided by GEI does not relieve the Client or any participant of the obligation to exercise independent judgment, comply with applicable laws, or ensure competence, authorization, supervision, and safe performance of duties.

SECTION 5 — INDEMNIFICATION

5.1 Client Responsibility

The Client remains solely and fully responsible for the safe, lawful, and compliant ownership, possession, control, storage, handling, transportation, licensing, permitting, use, supervision, and disposal of all materials, substances, equipment, facilities, and operations to which the Services relate.

For greater certainty, GEI does not act as the licence holder, permit holder, consignor, shipper, operator, employer, or regulated party unless expressly agreed in writing. The obligations in this Section supplement, and do not limit, the Client’s obligations under applicable law or any limitation of liability applicable to the Services.

5.2 Indemnification Obligation

To the fullest extent permitted by law, the Client shall indemnify, defend, and hold harmless GEI and its directors, officers, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, penalties, fines, costs, expenses, and proceedings (including reasonable legal fees and disbursements) arising out of or relating to:

Any breach of these Terms, any service agreement, or any safety-related instructions or requirements communicated by GEI within the scope of the Services;
Any violation of applicable federal, provincial, territorial, municipal, or local laws, including without limitation the Explosives Act, Explosives Regulations, Transportation of Dangerous Goods Act and Regulations, Criminal Code of Canada, occupational health and safety legislation, environmental legislation, or emergency management legislation;
Any inaccurate, incomplete, misleading, outdated, or withheld information provided to GEI relating to materials, quantities, hazards, site conditions, personnel qualifications, licensing status, or regulatory history;
Any unlawful, unsafe, negligent, reckless, or improper acts or omissions of the Client or any person for whom the Client is responsible;
Any decisions, actions, or omissions of incident commanders, unified command, authorities having jurisdiction, regulators, or other third parties, whether or not GEI provided advice, opinions, or recommendations;
Any exposure to hazardous substances, explosives, energetic materials, combustion byproducts, fumes, vapours, dusts, residues, shockwaves, overpressure, noise, or other hazardous conditions before, during, or after the provision of the Services;
Any fire, explosion, ignition, detonation, deflagration, misfire, secondary incident, environmental damage, ecological loss, suppression costs, evacuation costs, or governmental cost-recovery actions;
Any enforcement actions, investigations, inspections, audits, orders, fines, penalties, prosecutions, seizures, licence suspensions or revocations, ERAP determinations, or regulatory decisions of any kind;
Any pre-existing non-compliance, unsafe condition, improper storage, handling, transport, licensing, or use of materials, facilities, or equipment prior to GEI’s involvement;
Any acts or omissions of the Client’s employees, officers, directors, contractors, agents, carriers, subcontractors, trainees, or other third parties;
Any reliance by the Client or any third party on the Services beyond the scope agreed or on inaccurate or incomplete information;
Any refusal, suspension, limitation, modification, withdrawal, or termination of Services by GEI due to safety, legality, regulatory risk, or operational considerations;
Any training, instruction, or educational services provided by GEI, including any failure by a participant to achieve competency, certification, authorization, regulatory approval, or safe performance;
Any licensing, permitting, ERAP, or compliance management services, including any failure to obtain, maintain, renew, amend, or comply with any licence, permit, approval, or regulatory requirement.

The Client’s indemnification obligations apply regardless of whether any claim alleges that GEI was negligent, provided advice, participated in decision-making, or contributed to the circumstances giving rise to the claim, except to the extent such exclusion is prohibited by applicable law. GEI’s liability remains subject to Section 6 (Limitation of Liability).

5.3 No Transfer or Waiver of Responsibility

Any advice, guidance, recommendations, opinions, training, documentation, or technical support provided by GEI—whether oral or written—are provided within the scope of the Services and do not transfer, reduce, or waive the Client’s obligations to ensure compliance with applicable laws or to maintain safe operations, except where expressly agreed in writing.

5.4 Survival

The Client’s indemnification obligations under this Section survive:

Completion of the Services;
Termination or expiration of any agreement;
Any incident, audit, investigation, enforcement action, or proceeding; and
Any subsequent use, storage, handling, or disposal of materials or operations to which the Services relate.

SECTION 6 — LIMITATION OF LIABILITY

6.1 Exclusion of Liability

To the fullest extent permitted by law, GEI shall not be liable for any loss, damage, injury, death, cost, expense, penalty, fine, or claim arising out of or in any way connected to the Services, whether advisory, operational, mitigation, cleanup, disposal, or otherwise, whether direct or indirect, and regardless of the legal or equitable theory of liability, except to the extent liability cannot be excluded by law.

This exclusion applies notwithstanding any response commitments, including ERAP response obligations, which reflect a duty to perform Services using commercially reasonable efforts and not a guarantee of physical attendance, continuity, method of response, or outcome.

Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited by applicable law, including liability arising from GEI’s gross negligence or willful misconduct.

6.2 Specific Categories of Excluded Liability

Without limiting Section 6.1, and for greater certainty, GEI shall not be liable for any loss, harm, or damage arising from or relating to:

The Client’s acts, omissions, negligence, recklessness, misconduct, or failure to comply with applicable laws, permits, licences, approvals, ERAP requirements, or incident command directives;
The Client’s failure to provide accurate, complete, current, and timely information regarding materials, quantities, hazards, site conditions, operational history, personnel, or regulatory status;
Any reliance by the Client or third parties on inaccurate, incomplete, outdated, or third-party information provided to or relied upon by GEI;
Decisions, actions, or omissions of incident commanders, unified command, regulators, authorities having jurisdiction, or other third parties, whether or not GEI provided advice, opinions, or recommendations;
Any statements, representations, advice, instructions, or assurances made by the Client or its personnel to third parties, including regulators, responders, trainees, or contractors;
Any exposure to hazardous substances, explosives, energetic materials, combustion byproducts, fumes, vapours, dusts, residues, shockwaves, overpressure, noise, or other hazardous or dangerous conditions encountered before, during, or after the provision of the Services;
Any fire, explosion, ignition, detonation, deflagration, misfire, secondary event, environmental damage, ecological loss, suppression costs, evacuation costs, or governmental cost-recovery actions;
Any enforcement actions, investigations, inspections, orders, fines, penalties, prosecutions, seizures, licence suspensions or revocations, ERAP determinations, audit outcomes, or regulatory decisions of any kind;
Any pre-existing non-compliance, unsafe condition, improper storage, handling, transport, licensing, or use of materials, equipment, or facilities prior to GEI’s involvement;
Any actions or omissions of the Client’s employees, officers, directors, contractors, agents, carriers, subcontractors, trainees, or other third parties;
Any refusal, suspension, withdrawal, limitation, or termination of Services by GEI due to safety, legality, regulatory risk, or operational considerations.

6.3 No Guaranteed Outcome / Standard of Care

GEI does not warrant or guarantee any particular outcome, result, regulatory acceptance, licence issuance or retention, audit result, enforcement outcome, certification, examination result, or incident resolution. All Services are provided in accordance with a commercially reasonable professional standard of care, having regard to the information available at the time, the urgency of the circumstances, and prevailing industry practices.

6.4 Failure to Follow Safety-Related Guidance

Without limiting any other exclusion or limitation of liability in this Section, GEI shall not be liable for any loss, damage, injury, death, cost, expense, or claim arising from or relating to the Client’s failure or refusal to follow safety-related guidance, instructions, limitations, or conditions communicated by GEI in the course of the Services, where such failure or refusal materially contributes to the circumstances giving rise to the claim.

For greater certainty, GEI shall have no liability for outcomes resulting from the Client’s independent decisions, actions, or omissions that are inconsistent with, or contrary to, safety-related guidance provided by GEI within the scope of the Services.

Nothing in this Section shall be construed as granting GEI incident command, operational control, employer status, or authority having jurisdiction, nor as transferring to GEI any statutory, regulatory, or non-delegable duty imposed by law on the Client or any other party.

6.5 Liability Cap

Where liability cannot be excluded under applicable law, GEI’s total cumulative liability arising from or relating to the Services shall be strictly limited to the greater of (a) the total fees actually paid by the Client to GEI for the Services giving rise to the claim in the twelve (12) months preceding the event, or (b) the total fees payable under any applicable ERAP, service agreement, or statement of work relating to the Services.

6.6 Excluded Damages

To the fullest extent permitted by law, GEI shall not be liable for any consequential, incidental, special, punitive, exemplary, or indirect damages of any kind, including loss of business, loss of profits, loss of revenue, loss of contracts, loss of goodwill or reputation, loss of opportunity, loss of use, or other economic loss, even if GEI was advised of the possibility of such damages.

6.7 Survival

All exclusions, limitations, disclaimers, and liability caps under this Section survive completion of the Services, termination or expiration of any agreement, and any subsequent incident, investigation, audit, enforcement action, or proceeding.

SECTION 7 — TERMINATION

7.1 Termination or Suspension by GEI

GEI may suspend, restrict, or terminate the provision of Services, in whole or in part, at any time, with or without cause, where GEI determines, in its professional judgment, that continuation of the Services is unsafe, unlawful, impracticable, or otherwise inappropriate.

This includes, without limitation, circumstances involving:

Non-payment, adverse payment history, or outstanding balances;
Fraud, misrepresentation, or the provision of inconsistent, incomplete, misleading, or unverifiable information;
Any breach of these Terms, any service agreement, or failure to comply with applicable law or regulatory requirements;
Licensing, permitting, ERAP, or regulatory concerns of any kind;
Unsafe, negligent, reckless, or unlawful operations, conditions, or practices;
Actual or suspected non-compliance, misuse, or unsafe handling of materials or activities related to the Services;
Safety concerns or risks to public safety, responders, or the environment;
Conduct, statements, or actions by the Client or its personnel that create, or may create, reputational, regulatory, or legal risk for GEI;
Any circumstance that, in GEI’s professional judgment, makes continued involvement inappropriate.

GEI may request additional information at any time to assess safety, legality, or compliance. Failure to provide such information constitutes independent grounds for suspension or termination.

7.2 Immediate Termination for High-Risk Conditions

Notwithstanding anything else in these Terms, GEI may immediately suspend or terminate the Services, without notice, if GEI believes that continued involvement presents a risk to public safety, responder safety, regulatory compliance, GEI’s legal or regulatory status, or GEI’s professional integrity.

7.3 Automatic Suspension for Licence or Authority Loss

If any licence, permit, ERAP approval, authorization, or legal authority required for the Client’s operations is suspended, revoked, restricted, expired, or under investigation, GEI may immediately suspend the Services until satisfactory evidence of reinstatement or resolution is provided.

7.4 No Liability for Termination or Suspension

GEI shall not be liable for any loss, damage, cost, delay, interruption, lost profits, or other consequences arising from any suspension, restriction, refusal, or termination of the Services, subject always to Section 6 (Limitation of Liability).

7.5 Continuing Obligations

Termination or suspension does not affect the Client’s:

Outstanding payment obligations;
Indemnification obligations under Section 5 (Indemnification);
Limitations of liability under Section 6 (Limitation of Liability);
Confidentiality and data handling obligations;
Any other obligations which, by their nature, are intended to survive termination.

7.6 Cessation of Authority and Representation

Upon termination or suspension of the Services, the Client shall immediately cease representing that GEI is acting on its behalf or providing services, advice, or technical support, except to the extent required to wind down activities safely or as required by law.

7.7 Notification to Authorities

Where GEI suspends or terminates the Services due to safety concerns, regulatory non-compliance, or unlawful activity, GEI may notify regulators, law enforcement, emergency authorities, or other relevant bodies as required by law or as reasonably necessary to protect public safety.

SECTION 8 — FORCE MAJEURE

8.1 Force Majeure Events

GEI shall not be liable for any delay, failure to perform, inability to respond, or inability to continue the provision of Services due to events beyond its reasonable control, including but not limited to:

Acts of God;
Fire, flood, drought, severe weather, or extreme environmental conditions;
Explosions, natural disasters, or secondary emergency events;
War, terrorism, civil unrest, or security incidents;
Strikes, labour disputes, or workforce shortages;
Transportation disruptions or travel restrictions;
Supply chain interruptions affecting equipment, materials, or third-party resources;
Regulatory changes, government orders, emergency directives, or authority-imposed restrictions;
Pandemics, epidemics, public health emergencies, or quarantine measures;
Any conditions that create unacceptable safety, legal, or operational risk to GEI personnel.

8.2 Suspension of Services

GEI’s obligations to provide the Services shall be suspended for the duration of the force majeure event and may be rescheduled, modified, or resumed when reasonably practicable. GEI shall have no obligation to deploy personnel, attend a site, or continue Services where doing so would be unsafe, unlawful, or impracticable.

8.3 No Liability for Delays or Non-Performance

The Client waives any claim against GEI for losses, damages, costs, delays, or consequences arising from any delay, suspension, modification, or non-performance of the Services caused by a force majeure event.

8.4 Client Obligations Remain in Force

A force majeure event affects GEI’s obligations only and does not suspend or relieve the Client of any obligations under these Terms or any service agreement. The Client remains fully responsible for payment obligations, regulatory compliance, licensing, ERAP responsibilities, safe operations, storage, handling, supervision, and all other duties. Risk allocation, liability, and compliance obligations remain with the Client during any force majeure event.

SECTION 9 — PRIVACY AND DATA HANDLING

9.1 Collection of Personal and Operational Information

GEI collects personal, business, and operational information reasonably necessary for the provision of the Services, regulatory compliance, public safety, and risk management, including but not limited to:

Names and contact information of Client representatives, Authorized Contacts, and personnel;
Business names, addresses, and operational locations;
Licensing, permitting, ERAP, and regulatory information;
Incident details, site conditions, hazard information, and material descriptions;
Training records, attendance records, assessments, and certifications where applicable;
Communications, instructions, reports, logs, photographs, video, and technical documentation;
Records of activations, advice provided, site attendance, and response activities.

Such information is collected for safety, operational, regulatory, and legal purposes and not for marketing unless separately and expressly consented.

9.2 Business Information and Public Listings

GEI may use non-personal business information, including business names, business addresses, phone numbers, websites, and general service relationships, for purposes including:

Identifying Clients or sites supported by GEI;
Maintaining internal operational records;
Responding to regulatory or authority inquiries;
Demonstrating experience or capability in a non-confidential manner.

This does not include disclosure of personal information or confidential operational details.

9.3 Storage and Retention of Records

GEI retains information for the minimum period required by law and for any additional period reasonably necessary for regulatory compliance, safety, insurance, incident investigation, training validation, audit defence, or legal proceedings. Record retention periods may exceed those applicable to ordinary commercial transactions.

9.4 Disclosure to Authorities

The Client acknowledges and agrees that GEI may disclose information, records, reports, logs, or documentation to the extent required by law or reasonably necessary to comply with regulatory, safety, or legal obligations, including disclosure:

To federal, provincial, or territorial regulators with lawful inspection or oversight authority, including emergency management and explosives regulators;
To law enforcement agencies or investigative bodies pursuant to lawful authority, warrant, subpoena, or court order;
To courts, tribunals, or arbitrators with lawful jurisdiction.

GEI does not voluntarily disclose information for reasons unrelated to compliance, safety, or legal necessity. Any disclosure shall be limited to what is reasonably required.

9.5 Disclosure to Third Parties

GEI does not sell personal information and does not disclose personal information for marketing purposes.

Disclosure to third parties is limited to what is reasonably necessary for:

Emergency response coordination;
Regulatory compliance and reporting;
Insurance, legal representation, or expert support;
Safety, logistics, or operational support.

9.6 Client Consent and Acknowledgment

By engaging GEI to provide Services, the Client acknowledges and agrees that:

Collection and retention of information may be required for regulatory, safety, or legal reasons;
Certain Services cannot be provided without required information;
Disclosure to authorities may occur without further consent where required by law or public safety considerations;
Safety, regulatory compliance, and legal obligations take precedence over privacy expectations.

9.7 Security Measures

GEI uses reasonable and appropriate administrative, technical, and physical safeguards to protect information from unauthorized access, disclosure, alteration, or destruction, which may include:

Secure digital storage systems;
Restricted access controls;
Encrypted communications where appropriate;
Physical security measures.

GEI does not guarantee absolute security and disclaims liability, to the extent permitted by law, for breaches outside its reasonable control, including those originating from third-party service providers used in the ordinary course of business.

9.8 No Expectation of Privacy in Emergency or Regulatory Contexts

The Client acknowledges that emergency response, regulatory engagement, and compliance activities inherently involve information sharing and documentation. Accordingly, the Client has no expectation of privacy with respect to information reasonably necessary for:

Emergency response coordination;
Regulatory reporting or inspection;
Incident documentation or investigation;
Legal or insurance processes.

Nothing in this Section requires GEI to disclose information beyond what is required by law or reasonably necessary for safety or compliance.

9.9 Client Data Responsibilities

Where the Client collects or controls personal information relating to its own personnel, contractors, or third parties, the Client remains responsible for compliance with applicable privacy laws. GEI is not responsible for the Client’s privacy practices.

9.10 Marketing and Optional Communications

GEI may collect personal information voluntarily provided for communication or informational purposes, including email addresses or phone numbers. Such information is optional and may be withdrawn at any time. Mandatory operational or compliance information is not used for marketing purposes.

9.11 No Co-Mingling of Mandatory and Optional Data

Information collected for safety, regulatory, emergency response, or legal purposes is used solely for those purposes and is not used for marketing or promotional activities.

9.12 Client Confidential Information

GEI may receive confidential or proprietary information belonging to a client, including trade secrets, formulations, packaging designs, technical data, and non-public operational information. GEI shall use commercially reasonable efforts to protect such information from unauthorized disclosure and shall use it solely for purposes related to the provision of services.

Notwithstanding the foregoing, GEI may disclose such information where required by law, regulation, court order, or authority having jurisdiction, or where reasonably necessary for emergency response, public safety, regulatory compliance, insurance, legal proceedings, or coordination with responders or regulators. GEI does not guarantee absolute confidentiality in emergency or regulatory contexts.

SECTION 10 — GENERAL PROVISIONS

10.1 Intellectual Property

All intellectual property associated with GEI, its Services, or its business operations is the exclusive property of GEI. This includes all tangible and intangible proprietary materials, whether or not marked “confidential,” including:

Trademarks, trade names, branding, service names, logos, and identifiers;
Technical methods, procedures, response methodologies, render-safe techniques, analytical approaches, and operational practices;
Training materials, course content, syllabi, exams, presentations, videos, instructional documents, and teaching aids;
Reports, assessments, incident documentation, response plans, recommendations, and technical analyses;
Operational procedures, SOPs, manuals, safety documentation, and internal guidelines;
Regulatory strategies, compliance frameworks, licensing pathways, ERAP materials, and correspondence with authorities;
Business information, including pricing structures, service models, contracts, and engagement terms;
Customer and incident data compilations, non-public operational intelligence, and case histories;
Software, databases, digital tools, templates, spreadsheets, forms, and internal systems;
Websites, domain names, social media accounts and content, online publications, and digital assets;
Photographs, videos, audio recordings, diagrams, renderings, and media produced by or for GEI;
Any other intellectual property or proprietary material created, developed, or supplied by GEI in connection with the Services, in any form or medium.

The Client shall not, and shall ensure its employees, agents, contractors, or representatives do not:

Use GEI intellectual property without written authorization;
Modify, alter, or adapt GEI materials, reports, training content, or documentation;
Create derivative works based on GEI intellectual property;
Misrepresent GEI, its role, or its involvement beyond what is expressly authorized.

Any violation constitutes a material breach of these Terms.

10.1.1 Confidentiality of Proprietary Information

The Client acknowledges that, in the course of receiving Services, it may receive access to confidential or proprietary information belonging to GEI, including:

Technical methodologies, response techniques, or analytical processes;
Training content, instructional materials, and course structures;
Business information, pricing, and service delivery models;
Operational procedures, manuals, and internal guidance;
Regulatory correspondence or compliance strategies;
Non-public reports, assessments, or incident documentation.

The Client shall:

Maintain all confidential information in strict confidence;
Use such information solely for purposes related to the Services;
Prevent disclosure to any third party without GEI’s written authorization;
Protect confidential information using at least the same degree of care applied to its own confidential information;
Ensure employees, agents, and contractors are bound by equivalent confidentiality obligations.

These obligations survive indefinitely.

10.1.2 Reverse-Engineering and Misuse Prohibited

The Client shall not, and shall ensure its personnel do not:

Reverse-engineer, deconstruct, analyze, or attempt to derive GEI methodologies, processes, response techniques, or training systems;
Use GEI reports, training materials, documentation, or deliverables to develop competing services or internal programs;
Replicate or emulate GEI procedures, course content, response models, or analytical frameworks for commercial or operational use;
Use GEI materials as templates to train others or perform services beyond the scope expressly permitted.

Any violation constitutes a material breach and may result in immediate termination, injunctive relief, damages, and other legal remedies.

10.1.3 Return or Destruction of Proprietary Materials

Upon termination of Services, or upon GEI’s written request, the Client shall:

Cease using all GEI proprietary or confidential information;
Return all physical materials provided by GEI;
Destroy all electronic or digital copies not required to be retained by law;
Certify in writing that return or destruction has been completed.

10.1.4 Limited Licence to Use GEI Materials

GEI grants the Client a limited, non-exclusive, non-transferable, revocable licence to use GEI-provided materials solely for internal purposes related to the Services. No licence is granted to reproduce, distribute, or commercialize GEI materials unless expressly agreed in writing.

10.1.5 Copyright and Proprietary Notices

All GEI materials are protected by copyright and other intellectual property laws. Except as expressly permitted, no reproduction, distribution, display, adaptation, or derivative use is authorized.

Unauthorized use constitutes infringement and a material breach. GEI reserves all legal and equitable remedies.

10.2 No Legal Advice

Any guidance, advice, recommendations, or information provided by GEI constitutes professional technical and advisory services provided within the scope of the Services. Such guidance does not constitute legal advice and does not create a solicitor-client relationship or replace any non-delegable legal or regulatory obligations imposed on the Client by law. Where legal interpretation or legal representation is required, the Client remains responsible for obtaining such advice.

GEI may provide technical and regulatory interpretations of applicable statutes and regulations, including the Explosives Act and Explosives Regulations, based on industry practice, regulatory guidance, and professional experience; however, such interpretations are not legal opinions and do not bind any authority having jurisdiction.

10.3 Survival of Obligations

The following obligations survive termination or expiration of these Terms:

Indemnification obligations under Section 5;
Limitations of liability under Section 6;
Confidentiality and privacy obligations under Section 9;
Intellectual property obligations under this Section;
Outstanding payment obligations;
Any obligations which by their nature are intended to survive.

10.4 Assignment

The Client may not assign or transfer these Terms without GEI’s prior written consent. GEI may assign its rights and obligations without restriction.

10.5 Severability

If any provision is held unenforceable, the remaining provisions remain in full force and effect.

10.6 No Waiver

No failure or delay by GEI to enforce any provision constitutes a waiver. Any waiver must be in writing and executed by an authorized GEI Corporate Officer.

10.7 Entire Agreement; Related Agreements

These Terms, together with any service agreement, statement of work, emergency response agreement, engagement letter, or other written agreement entered into between GEI and the Client that expressly incorporates or references these Terms, constitute the agreement between the Parties with respect to the Services.

Each statement of work or service agreement shall be deemed a supplement to, and not a replacement of, these Terms unless expressly stated otherwise.

In the event of a conflict between these Terms and any other written agreement signed by a GEI Corporate Officer, the terms of that other agreement shall prevail only to the extent of the conflict and only with respect to the Services expressly covered by that agreement. Client-supplied terms or conditions are expressly rejected unless expressly accepted in a signed writing executed by a GEI Corporate Officer.

10.8 Amendments

GEI may amend these Terms from time to time. Updated Terms are effective upon posting or delivery. Continued use of the Services constitutes acceptance.

10.9 Independent Contractors

The Parties are independent contractors. Nothing creates an agency, partnership, joint venture, employment, or fiduciary relationship.

10.10 No Third-Party Beneficiaries

These Terms confer no rights on any third party. No third party may enforce or rely upon these Terms.

SECTION 11 — NOTICES

11.1 Method of Delivery

All notices, demands, approvals, or other communications required or permitted under these Terms or in connection with the Services shall be delivered by one or more of the following methods:

Email to the official email addresses designated by each party;
Registered or certified mail;
Courier with tracking;
Personal delivery.

Electronic notices are deemed received on the date sent, unless a delivery failure or bounce-back notification is received.

11.2 Notice to GEI

Notices to GEI shall be sent to the official email address or mailing address published on GEI’s website, or to such other address as GEI may designate in writing from time to time.

11.3 Notice to the Client

Notices to the Client shall be sent to the most recent email address or physical address provided to GEI in connection with the Services, including contact details used for engagement, activation, invoicing, or account administration.

SECTION 12 — GOVERNING LAW AND JURISDICTION

12.1 Governing Law

These Terms, the Services, and any dispute or claim arising out of or relating to them shall be governed by and interpreted in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

12.2 Exclusive Jurisdiction

The Client irrevocably agrees that all disputes, claims, actions, or proceedings arising out of or relating to these Terms, the Services, or the parties’ relationship shall be brought exclusively before the courts of the Province of Manitoba, sitting in the City of Winnipeg.

12.3 Regulatory Authority Not Limited

Nothing in this Section limits or restricts the authority or jurisdiction of any federal, provincial, or local regulator, authority having jurisdiction, emergency management agency, or law enforcement body to exercise its statutory powers where permitted by law.

SECTION 13 — INTERPRETATION

13.1 Headings

Headings are included for convenience only and do not affect the interpretation of these Terms.

13.2 Including

Unless the context expressly states otherwise, the words “including” and “includes” mean “including without limitation.”

13.3 Singular and Plural

Words in the singular include the plural, and words in the plural include the singular, where appropriate.

13.4 Gender

Words importing gender include all genders.

13.5 References to Law

Any reference to an Act, Regulation, Code, statute, or other law includes all amendments, consolidations, replacements, or successor legislation as may be enacted from time to time.

13.6 Conflicts and Order of Precedence

In the event of a conflict between these Terms and any other document or communication, the following hierarchy applies, in descending order of priority:

Mandatory legal requirements, statutes, or regulations;
Any separate written agreement governing the Services that is signed by a GEI Corporate Officer, but only to the extent of the conflict and only with respect to the Services expressly covered by that agreement;
These Services Terms & Conditions;
GEI-issued policies, guidelines, or procedures applicable to the Services;
Client-issued documents, purchase orders, instructions, or terms.

Any terms or conditions submitted by the Client are expressly rejected unless expressly accepted in a signed writing executed by a GEI Corporate Officer. Verbal statements or communications by GEI employees or representatives do not constitute authorization or acceptance.

13.7 English Language

These Terms are prepared in English, and the English version governs. Any translated version is provided for convenience only.

SECTION 14 — ACCEPTANCE OF TERMS

14.1 Acceptance by Request or Use

By requesting, authorizing, activating, engaging, or permitting the provision of Services by GEI, whether orally, electronically, or in writing, the Client acknowledges and agrees to be bound by these Services Terms & Conditions.

14.2 Timing of Acceptance

Acceptance occurs upon the earliest of:

Execution of a service agreement, statement of work, or engagement letter incorporating these Terms;
Issuance of a request, call-out, activation, or authorization for Services;
GEI’s commencement of Services at the Client’s request;
The Client’s acceptance or use of any Services provided by GEI.

14.3 Authority to Bind

The Client represents and warrants that the individual requesting, authorizing, or permitting the Services has authority to bind the Client to these Terms.

14.4 Urgent and Emergency Activations

Where Services are initiated on an urgent or emergency basis, including ERAP activations or incident response, these Terms apply notwithstanding the absence of a signed agreement, and the Client agrees that GEI’s performance of the Services constitutes acceptance.

The Client waives any requirement for separate execution of these Terms where Services are initiated on an urgent or emergency basis.

14.5 Third-Party or Non-Client Activations; Limited Information

In some circumstances, GEI may be requested, directed, or contacted to provide Services by a party other than the owner, licence holder, consignor, carrier, or regulated entity, including emergency services, regulators, carriers, site owners, or other third parties.

Any person or entity that requests, authorizes, permits, facilitates, or knowingly accepts the benefit of the Services shall be deemed the Client for purposes of these Terms, jointly and severally where more than one such party exists.

The Client acknowledges that, in such circumstances, GEI may be required to respond with limited, incomplete, inaccurate, or evolving information, and without access to ERAPs, Safety Data Sheets (SDS), product specifications, shipping documents, licences, or regulatory history.

GEI may proceed based on reasonable professional judgment, assumptions, observable conditions, industry practice, and information obtained from third parties or authorities, without independent verification. The Client accepts responsibility for any risks, limitations, or consequences arising from such information gaps or uncertainties, except to the extent caused by GEI’s gross negligence or willful misconduct.

14.6 Availability of Terms

The Client acknowledges that these Terms are published on GEI’s website and were available for review prior to or contemporaneously with the provision of the Services.

SECTION 15 — REVISION HISTORY

2026-01-20
Added Section 9.12 (Client Confidential Information).

2026-01-14
Initial publication.

FIND US

Gryphon Energetics Inc.
PO Box 47033 Marion
Winnipeg, MB
R2H 3G9

CALL US

TOLL FREE:
1-844-479-7466 (844-GRYPHON)

EMAIL US

info@gryphonenergetics.com