Service Terms and Conditions
Radii-x Inspections Inc.
For Services, Consulting, Training, Software and Related Deliverables
Effective Date: Mar 16, 2026
These Service Terms and Conditions (the “Conditions”) govern all services, consulting, training, software, software access, onboarding, support, compliance assistance, and other non-equipment deliverables provided by Radii-x Inspections Inc. (“Radii-x”) to the purchaser or customer (“Customer”), unless otherwise expressly agreed by Radii-x in writing.
Application and Structure
1.1 These Conditions apply to all transactions between Radii-x and Customer relating to the provision of:
• consulting services;
• training services;
• compliance support services;
• software, software access, and related documentation;
• onboarding, implementation, and technical support;
• reporting tools and workflow systems;
• other professional, hosted, or service-based deliverables provided by Radii-x.
1.2 Any terms or conditions of Customer, whether contained in a purchase order, vendor form, correspondence, or otherwise, are rejected and shall not apply unless expressly accepted in writing by an authorized representative of Radii-x.
1.3 In the event of inconsistency, the order of precedence shall be:
• a signed written agreement between the parties;
• Radii-x order confirmation;
• Radii-x quotation or proposal;
• these Conditions.
1.4 These Conditions apply exclusively to the transaction between Radii-x and Customer and do not alter any terms applicable between Radii-x and any original manufacturer, software provider, subcontractor, or upstream supplier.
1.5 If a specific term is stated in the applicable Radii-x quotation, proposal, order confirmation, or invoice, that specific term governs for that transaction. If a matter is not specifically addressed there, these Conditions apply.
Formation of Contract
2.1 Any quotation, proposal, brochure, presentation, technical description, website content, or similar material issued by Radii-x is for information purposes only and is non-binding unless expressly stated otherwise in writing.
2.2 A binding contract is formed only when:
• Radii-x issues a written order confirmation; or
• Radii-x commences performance, grants software access, or otherwise begins providing the applicable services.
2.3 Radii-x may accept or reject any request, order, or engagement in whole or in part.
Scope of Services
3.1 The scope of services, deliverables, software access, training activities, support, and consulting shall be limited to the items expressly identified in the applicable quotation, proposal, statement of work, order confirmation, or invoice issued by Radii-x.
3.2 Unless expressly stated otherwise in writing, any timelines, milestones, schedules, delivery dates, implementation plans, training agendas, or completion targets are estimates only.
3.3 Radii-x may perform the services remotely, on-site, or by a combination of both, depending on the applicable service and the terms stated in the quotation, proposal, order confirmation, or invoice.
3.4 Any services, deliverables, or support not expressly included in the applicable Radii-x commercial document are excluded from the scope.
Fees and Payment
4.1 Fees are those stated in the applicable quotation, proposal, order confirmation, or invoice.
4.2 Unless otherwise expressly stated in the applicable quotation or invoice, payment shall be made in advance of performance, delivery, software activation, training, consulting, or provision of services.
4.3 Customer shall make payment in full without set-off, deduction, withholding, counterclaim, or abatement, except where required by law.
4.4 Any overdue amount shall accrue interest at the lesser of:
• one and one-half percent (1.5%) per month; or
• the maximum rate permitted by applicable law.
4.5 Radii-x may suspend performance, withhold deliverables, deny access, or terminate the affected services if Customer fails to make payment when due.
Travel and Expenses
5.1 Travel costs are included in the price only where expressly stated in the applicable quotation, proposal, order confirmation, or invoice.
5.2 If travel costs or other out-of-pocket expenses are not expressly stated as included, Radii-x may charge such costs separately where applicable.
Software Access and License
6.1 Any software, platform, reporting system, hosted solution, documentation, workflow, template, or related digital deliverable provided by Radii-x is licensed, not sold.
6.2 Subject to Customer’s compliance with these Conditions and payment of all applicable fees, Radii-x grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the software and related materials solely for Customer’s internal business purposes and only in accordance with the applicable Radii-x quotation, proposal, order confirmation, invoice, documentation, and usage rules.
6.3 Customer shall not, and shall not permit any third party to:
• resell, sublicense, lease, distribute, publish, or otherwise make the software or materials available to third parties;
• copy, modify, adapt, reverse engineer, decompile, disassemble, or create derivative works, except to the extent such restriction is prohibited by applicable law;
• use the software or materials for service bureau, timesharing, white-label, competitive, or unauthorized commercial purposes;
• remove or alter any proprietary notice, trademark, copyright notice, or confidentiality marking.
6.4 Unless otherwise stated in the applicable quotation or invoice, software access continues until cancelled in accordance with the applicable commercial terms or these Conditions.
6.5 Radii-x may suspend software access, support, or related services if payment remains unpaid for thirty (30) days after due date, or where Radii-x reasonably determines that continued access would create legal, security, operational, or compliance risk.
Customer Responsibilities
7.1 Customer shall:
• provide timely access to personnel, information, systems, facilities, and materials reasonably required for Radii-x to perform the services;
• ensure that its personnel attend training or participate in service activities as required;
• review deliverables, requests, and communications in a timely manner;
• make all decisions and approvals necessary to allow the services to proceed.
7.2 Customer is solely responsible for:
• determining whether the services, software, and deliverables are suitable for its intended use;
• implementing and following lawful internal procedures;
• ensuring that its personnel comply with applicable law, regulations, and safety requirements;
• maintaining its own records, controls, authorizations, approvals, internal procedures, and site-specific obligations.
Compliance, Certification, and Regulatory Approval
8.1 Customer acknowledges that the services may relate to regulated activities, including radiation safety, operational compliance, documentation, training, licensing preparation, and related support.
8.2 Radii-x provides guidance, consulting, training, documentation support, software, and related services only. Customer remains solely responsible for compliance with all applicable laws, regulations, licensing requirements, registration requirements, permits, safety procedures, training requirements, recordkeeping obligations, and operational controls in each relevant jurisdiction.
8.3 Customer is solely responsible for determining the legal and operational requirements applicable to its business, equipment, personnel, facilities, and activities, and for obtaining and maintaining all required registrations, approvals, permits, licenses, authorizations, procedures, and records.
8.4 Customer acknowledges that any certification, licensing outcome, regulatory approval, or similar result depends on Customer’s own conduct, implementation, legal compliance, operational controls, recordkeeping, personnel performance, and adherence to applicable law and Radii-x guidance.
8.5 Accordingly, unless expressly stated otherwise in writing by Radii-x, Radii-x does not guarantee:
• any certification outcome;
• any licensing outcome;
• any regulatory approval;
• any inspection result;
• any legal compliance determination; or
• any business, technical, or commercial result.
8.6 Radii-x is not acting as Customer’s legal counsel, regulator, licensed representative, or guarantor of Customer’s legal compliance, licensing status, approvals, or operational eligibility.
8.7 Radii-x may rely on information, documents, representations, and operational details provided by Customer. Radii-x shall not be responsible for any inaccuracy, omission, delay, or non-compliance arising from incomplete, inaccurate, outdated, or misleading information supplied by Customer.
Training and Service Scheduling
9.1 Training sessions, consulting sessions, support activities, implementation activities, and other services shall be scheduled as agreed by the parties or as stated in the applicable quotation, proposal, order confirmation, or invoice.
9.2 If Customer cancels, postpones, fails to attend, or otherwise fails to make itself available for scheduled services, training, consulting, support, or other deliverables, all amounts paid and payable shall remain non-refundable unless Radii-x expressly agrees otherwise in writing.
9.3 Unless otherwise stated in writing, cancellation, postponement, or non-participation by Customer does not entitle Customer to any refund, credit, re-performance, or return of fees.
. Intellectual Property
10.1 All intellectual property rights in and to the services, software, workflows, reports, templates, training materials, documentation, methodologies, deliverables, content, designs, improvements, and related materials provided or developed by Radii-x, whether existing before or created during performance, shall remain solely and exclusively owned by Radii-x and/or its licensors.
10.2 Except for the limited use rights expressly granted under these Conditions, no ownership right, license, or other right is granted to Customer by implication, estoppel, or otherwise.
10.3 Customer shall not reproduce, publish, distribute, commercialize, resell, disclose, or otherwise exploit Radii-x materials, software, or deliverables except as expressly permitted in writing by Radii-x.
. Confidentiality and Data
11.1 Each party shall keep confidential all non-public commercial, technical, operational, and pricing information received from the other party and shall not disclose such information except as required for the performance of the applicable transaction or as required by law.
11.2 This obligation does not apply to information that:
• is or becomes public other than through breach;
• was lawfully known to the receiving party before disclosure;
• is lawfully obtained from a third party without duty of confidence; or
• is independently developed without reference to the confidential information.
11.3 Customer acknowledges that use of software, hosted tools, reporting systems, support services, and related digital services may involve the processing of Customer data, project data, site data, user data, and related information. Such processing shall be governed by the Radii-x Privacy Policy available at https://radii-x.com/privacy-policy , as updated from time to time.
. Term and Termination
12.1 These Conditions apply to each transaction from the time the applicable contract is formed and continue for the duration of the applicable services, software access, subscription term, support term, or engagement, unless earlier terminated in accordance with these Conditions or the applicable Radii-x commercial document.
12.2 Unless otherwise stated in the applicable quotation or invoice, software access continues until cancelled.
12.3 Radii-x may terminate or suspend any service, engagement, software access, or support immediately upon written notice if:
• Customer fails to pay any amount due;
• Customer materially breaches these Conditions or the applicable commercial document;
• Customer uses the services or software in an unauthorized or unlawful manner;
• continued performance would create legal, regulatory, operational, or security risk for Radii-x.
12.4 Upon termination or expiry, Customer’s rights to use the software, materials, and services shall cease, except that Customer shall have thirty (30) days from termination or expiry to export its data from the software, if applicable, after which Radii-x may disable access in full.
12.5 Termination or suspension does not relieve Customer of any obligation to pay fees, charges, costs, or expenses accrued or committed before the effective date of termination or suspension.
. Disclaimer of Warranties
13.1 Except as expressly stated in a written Radii-x quotation, proposal, order confirmation, invoice, or other written commercial document, the services, software, support, training, consulting, documentation, and related deliverables are provided without any guarantee of a particular outcome and, where applicable, on an “as is” and “as available” basis.
13.2 To the fullest extent permitted by law, Radii-x disclaims all warranties, representations, conditions, and guarantees not expressly stated in writing, including any implied warranty or condition of merchantability, fitness for a particular purpose, durability, non-infringement, uninterrupted availability, error-free operation, or achievement of a particular result.
. Limitation of Liability
14.1 To the fullest extent permitted by law, Radii-x shall not be liable for any:
• indirect loss;
• consequential loss;
• incidental loss;
• special loss;
• punitive or exemplary damages;
• loss of profit;
• loss of revenue;
• loss of use;
• loss of opportunity;
• loss of business;
• loss of contract;
• downtime;
• delay cost;
• loss of data; or
• reputational harm.
14.2 To the fullest extent permitted by law, the total aggregate liability of Radii-x arising out of or relating to any contract governed by these Conditions, whether in contract, tort, negligence, strict liability, statute, or otherwise, shall not exceed the total amount actually paid by Customer to Radii-x under the specific quotation, proposal, order confirmation, or invoice giving rise to the claim.
14.3 The exclusions and limitations in these Conditions apply even if a remedy fails of its essential purpose.
14.4 Nothing in these Conditions excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law.
. Indemnity
15.1 Customer shall defend, indemnify, and hold harmless Radii-x, its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or relating to:
• Customer’s possession, use, operation, implementation, or misuse of any service, software, deliverable, documentation, workflow, training material, or guidance provided by Radii-x;
• Customer’s failure to comply with applicable laws, regulations, licensing requirements, registration requirements, permits, safety obligations, or recordkeeping obligations;
• Customer’s acts, omissions, negligence, misconduct, or unauthorized activities;
• injury, exposure, damage, loss, or regulatory action arising from Customer’s regulated operations or activities; or
• any claim by a third party arising from Customer’s use of the services or software other than to the extent finally determined to have resulted directly from Radii-x’s gross negligence or willful misconduct.
15.2 The obligations in this Section survive termination or expiry of the applicable contract.
. Force Majeure
16.1 Radii-x shall not be liable for any failure or delay in performance caused by any circumstance beyond its reasonable control, including supplier failure, subcontractor delay, labor dispute, transportation delay, customs interruption, epidemic, war, terrorism, natural disaster, cyber incident, utility interruption, governmental action, or unavailability of personnel, software infrastructure, or third-party systems.
16.2 In such event, Radii-x shall be entitled to a reasonable extension of time for performance.
16.3 If the event continues for an extended period such that performance becomes commercially impracticable, Radii-x may cancel the affected services or portion thereof without further liability, other than refund of fees paid for services not performed, except to the extent such fees are non-refundable under the applicable quotation, proposal, order confirmation, invoice, or these Conditions.
. Governing Law and Jurisdiction
17.1 These Conditions and each contract governed by them shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding conflict of laws rules.
17.2 The parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia, unless Radii-x elects in writing to resolve the matter by arbitration or to commence proceedings in another court of competent jurisdiction for collection, injunctive relief, or protection of its intellectual property, confidential information, or other rights.
. General
18.1 If any provision of these Conditions is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18.2 No failure or delay by Radii-x in exercising any right shall operate as a waiver.
18.3 No amendment or waiver of these Conditions shall be binding unless in writing and signed by an authorized representative of Radii-x.
18.4 These Conditions may be updated by Radii-x from time to time for future transactions.