TERMS and CONDITIONS
of
AGREEMENT BETWEEN
VARIABLE PITCH INC. and a TRAINING PROVIDER
1. In these Terms and Conditions,
“Candidate” means a person who
a) seeks from VPI a referral to a Flight Reviewer who can evaluate the Candidate’s qualifications and competence to obtain an RPAS Pilot Certificate, or
b) is referred to VPI by Training Provider for that purpose.
“Flight Review” means the evaluation, by a Flight Reviewer, of the performance of a Candidate when tested against criteria for an RPAS Pilot Certificate.
“Flight Review Fee” means $150 (plus any fund-transfer costs) or such other amount as the Parties agree upon, to be paid by VPI to Training Provider no later than fourteen (14) days after VPI’s receipt of the Candidate’s Results.
“Flight Reviewer” means the person who evaluates a Candidate against criteria established from time to time by Transport Canada, with respect to the operation of RPAS.
“Parties” means VPI and the Training Provider, who have entered into the Agreement to which these Terms and Conditions apply.
“Pilot Certificate” means the licence or accreditation issued by Transport Canada to Candidates who meet the qualifications set by it for the operation of an RPAS.
“Referral Fee” means the amount that VPI agrees to pay, within five (5) days following VPI’s receipt of the Candidate’s Results, to Training Provider for each written referral received by VPI for a Candidate who contracts, within the two (2) weeks following VPI’s receipt of the referral, with VPI for a Flight Review that is conducted by someone other than Training Provider or a person associated with it.
“Remotely Piloted Aircraft Systems” (“RPAS”) has the meaning ascribed to it from time to time by Transport Canada.
“Results” means the Flight Review results as reflected in the form stipulated from time to time by Transport Canada, and which the Candidate has authorized the Flight Reviewer to release to VPI.
“Training Provider” means an institution such as a drone flight school or an RPAS training unit which can
a. identify for, and/or
b. supply to,
VPI a Transport Canada qualified Flight Reviewer, and which is a party to the agreement to which these Terms and Conditions are incorporated by reference.
“Transport Canada” means the ministry or department of the Government of Canada with jurisdiction over the operation of RPAS.
“VPI” means Variable Pitch Inc., an Ontario corporation.
2.1 VPI shall provide to Training Provider the following services:
a) referral, in the non-exclusive discretion of VPI, of Candidates to the Training Provider;
b) payment to the Training Provider, for its performance of each Flight Review, a fee according to the payment schedule (as to both rates and timing) agreed to by the Parties.
c) payment to the Training Provider, for its written referral of a potential Candidate if s/he pays VPI in full for its services within the time period referred to in Schedule B, a fee according to the payment schedule (as to both rates and timing) in Schedule B.
2.2 Training Provider shall provide to VPI the following services:
a) the prompt identification of a qualified Flight Reviewer who will conduct each Candidate’s Flight Review, in response to the requests and the referrals from time-to-time of VPI;
b) the written provision to VPI, no more than five (5) days following the conclusion of the Flight Review, of the Candidate’s Results;
c) the provision to VPI, in the non-exclusive discretion of Training Provider, of referrals to VPI with respect to potential Candidates who are not located within its own geographic catchment area.
2.3 Each party shall provide the above-noted services in a competent and timely fashion.
3.1 Training Provider shall be solely responsible for conducting each and every Flight Review referred to it by VPI in full compliance with the applicable rules and regulations set forth from time to time by Transport Canada.
4.1 At the completion of each Flight Review, Training Provider shall furnish to VPI, within the time stipulated by Article 2.2(b) herein, a written report setting forth:
a) the name of the Candidate,
b) the name of the Flight Reviewer,
c) the date of the Flight Review,
d) the Candidate’s Results.
5.1 Except as set forth herein, VPI provides no warranties as to the identity or the bona fides of a Candidate referred to Training Provider.
5.2 EACH PARTY WARRANTS TO THE OTHER THAT THE SERVICES THAT IT SUPPLIES HEREUNDER WILL BE OF A PROFESSIONAL QUALITY CONFORMING TO GENERALLY ACCEPTED STANDARDS AND PRACTICES IN THE RPAS ACCREDITATION COMMUNITY IN CANADA.
5.3 TRAINING PROVIDER WARRANTS THAT IT WILL PERFORM EACH FLIGHT REVIEW IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS (MUNICIPAL, PROVINCIAL AND FEDERAL), INCLUDING BUT NOT LIMITED TO THOSE PROCLAIMED BY TRANSPORT CANADA.
6.1 Each party acknowledges that, in the course of performing the services referred to in Article 2 herein, it will be exposed to confidential and trade secret information of the other party. Each party shall treat all such information (which will include but not be limited to all information regarding referrals) as confidential, and will employ all reasonable procedures to prevent disclosure of such information to third parties during the term of this agreement and at any time thereafter. At the expiration or termination of this Agreement, each party shall promptly return to the other party all copies of documents or other forms of information that the delivering party has identified as being confidential.
7.1 This Agreement to which these Terms and Conditions apply has no fixed term, but shall be terminable at any time, by either party, upon the expiration of a written notice period of at least seven (7) days, starting with the date that is three (3) days after such written notice is sent by one party to the other party.
8.1 The relationship of VPI and Training Provider hereunder is that of independent contractor. Nothing herein shall be construed as creating the relationships of partners, employer/employee, master and servant or principal and agent.
9.1 Any notice in relation to this Agreement shall be given by registered mail or personal delivery, and the effective date of each such notice shall be deemed to be the date upon which it is received. Notice shall be addressed to VPI at the address on its website. Notice shall be addressed to Training Provider at the address it supplies to VPI when entering into the Agreement to which these Terms and Conditions apply.
9.2 All amounts are cited in Canadian Dollars and are subject to all applicable taxes.
9.3 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada in force therein.
9.4 This Agreement shall inure to the benefit of, and shall be binding upon each of the Parties and their respective successors and assignees, but shall not be assigned in whole or in part by either party without the prior written consent of the other party.
9.5 These Terms and Conditions and the Agreement to which they apply shall constitute the entire agreement between the Parties. No agreement or understanding that varies, modifies or revises the same shall be binding upon either Party unless in writing and signed by its duly authorized officer or representative.
Version 1.0
March 2021
