Standards in relation to persons performing Services
2.5 The Contractor must ensure that all persons
employed or retained to perform the Services are
qualified and competent to perform them and are
properly trained, instructed and supervised.
Instructions by Pacific Carbon Trust
2.6 Pacific Carbon Trust may from time to time give the
Contractor reasonable instructions (in writing or
otherwise) as to the performance of the Services.
The Contractor must comply with those instructions
but, unless otherwise specified in this Agreement, the
Contractor may determine the manner in which the
instructions are carried out.
Confirmation of non-written instructions
2.7 If Pacific Carbon Trust provides an instruction under
section 2.6 other than in writing, the Contractor may
request that the instruction be confirmed by Pacific
Carbon Trust in writing, which request Pacific Carbon
Trust must comply with as soon as it is reasonably
practicable to do so.
Effectiveness of non-written instructions
2.8 Requesting written confirmation of an instruction
under section 2.7 does not relieve the Contractor
from complying with the instruction at the time the
instruction was given.
2.9 In the performance of the Contractor’s obligations
under this Agreement, the Contractor must comply
with all applicable laws.
Fees and expenses
3.1 If the Contractor complies with this Agreement, then
Pacific Carbon Trust must pay to the Contractor at the
times and on the conditions set out in Schedule B:
the fees described in that Schedule, plus any
applicable taxes; and
the expenses, if any, described in that Schedule
if they are supported, where applicable, by
proper receipts and, in Pacific Carbon Trust’s
opinion, are necessarily incurred by the
Contractor in providing the Services.
Pacific Carbon Trust is not obliged to pay to the
Contractor more than the “Maximum Amount”
specified in Schedule B on account of fees and
Statements of accounts
3.2 In order to obtain payment of any fees and expenses
under this Agreement, the Contractor must submit to
Pacific Carbon Trust a written statement of account in
a form satisfactory to Pacific Carbon Trust upon
completion of the Services or at other times
described in Schedule B.
Withholding of amounts
3.3 Without limiting section 9.1, Pacific Carbon Trust may
withhold from any payment due to the Contractor an
amount sufficient to indemnify, in whole or in part,
Pacific Carbon Trust and its employees and agents
against any liens or other third-party claims that have
arisen or could arise in connection with the provision
of the Services. An amount withheld under this
section must be promptly paid by Pacific Carbon Trust
to the Contractor upon the basis for withholding the
amount having been fully resolved to the satisfaction
of Pacific Carbon Trust.
3.4 Pacific Carbon Trust’s obligation to pay money to the
Contractor is subject to the Financial Administration
Act, which makes that obligation subject to an
appropriation being available in the fiscal year of
Pacific Carbon Trust during which payment becomes
3.5 Unless otherwise specified in this Agreement, all
references to money are to Canadian dollars.
Non-resident income tax
3.6 If the Contractor is not a resident in Canada, the
Contractor acknowledges that Pacific Carbon Trust
may be required by law to withhold income tax from
the fees described in Schedule B and then to remit
that tax to the Receiver General of Canada on the
Prohibition against committing money
3.7 Without limiting section 13.10(a), the Contractor
must not in relation to performing the Contractor’s
obligations under this Agreement commit or purport
to commit Pacific Carbon Trust to pay any money
except as may be expressly provided for in this
Refunds of taxes
3.8 The Contractor must apply for and, immediately on
receipt, remit to Pacific Carbon Trust any available
refund, rebate or remission of federal or provincial
tax or duty that Pacific Carbon Trust has paid or
reimbursed to the Contractor or agreed to pay or
reimburse to the Contractor under this Agreement.